EXHIBIT 10.3



                         [TEMPLATE - RESTRICTED SHARES]

[Full Name of Employee]

[Address]

[Date]

Dear [First Name]:

         Pursuant to the Company's  Employee  Stock Plan (the "Plan"),  you have
been selected by the  Compensation  Committee of the Board of Directors (as more
fully  described  in  Section  12,  the  "Committee")  of  Cablevision   Systems
Corporation   (the   "Company")  to  receive  _____  (___)   restricted   shares
("Restricted Shares") of NY Group Class A Common Stock, par value $.01 per share
("Common Shares") effective as of ____________ (the "Grant Date").

         Capitalized  terms  used  but  not  defined  in  this  agreement  (this
"Agreement")  have the meanings given to them in the Plan. The Restricted Shares
are subject to the terms and conditions set forth below:

1.  Consideration.  You are required to pay the Company the  aggregate par value
amount of the Restricted Shares no later than forty-five (45) business days from
the Grant Date. The total par value amount of your Restricted  Shares is $______
(the "Par Value Amount").  By executing this agreement below, you hereby consent
to and authorize the deduction by the Company of such amount from your salary.

2. Vesting. None of your Restricted Shares will vest and you will forfeit all of
them if you do not remain  continuously  employed with the Company or one of its
Affiliates from the Grant Date through  _____________,  except that a portion of
your Restricted  Shares may vest sooner if you are terminated  without Cause (as
defined  below) or, in  accordance  with  Section 4, die or become  disabled (as
defined in Section 4).

         For purposes of this  Agreement,  "Cause"  means,  as determined by the
Committee,   your   (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.

3. Accelerated  Vesting for Termination  Without Cause. If the Company or one of
its Affiliates  terminates  your employment  without Cause after  ___________and
before ___________, __________ percent (___%) of the Restricted Shares will vest
as of the  termination  date (i.e.,  the last date of your  employment  with the
Company or one of its Affiliates) and the balance of the Restricted  Shares will
be immediately forfeited. If the Company or one of its Affiliates


<PAGE>

terminates  your  employment  without Cause on or after  ___________  and before
____________,  ___________  percent (___%) of the Restricted Shares will vest as
of the  termination  date  and the  balance  of the  Restricted  Shares  will be
immediately forfeited. As a condition to the accelerated vesting provided for in
this  Section 3, you will be  required  to sign and deliver a waiver and release
substantially  in the form attached as Annex 2 hereto;  it being  understood and
agreed by you, however, that the Company reserves the right to amend the form of
waiver and release from time to time to make such  changes as the Company  shall
reasonably  determine  are either  necessary  or  desirable  including,  without
limitation, changes that may be required to reflect changes in law. In the event
that the waiver and release  covered by this  Section 3 is required to be signed
and delivered,  the Company shall have no obligation under this Agreement or the
Plan to take any  action  unless  and  until the  waiver  and  release  is fully
effective and all rights to revoke,  withdraw or otherwise terminate such waiver
and release have expired or otherwise terminated.

4. Accelerated  Vesting in the Event of Death or Disability.  If your employment
is  terminated  as a  result  of your  death or  disability,  a  portion  of the
Restricted  Shares  equal to the  product of (i) the  number of your  Restricted
Shares  multiplied  by (ii) a fraction,  the numerator of which is the number of
months you were  employed  from  ________  until your  termination  date and the
denominator of which is __________  (___),  will vest as of the termination date
and the balance of the Restricted Shares will be immediately  forfeited.  In the
event of your death,  your estate will be entitled to the Restricted Shares that
have vested.

         For purposes of this  Agreement,  "disability"  means your inability to
perform for six (6) continuous months  substantially all the essential duties of
your occupation, as determined by the Committee.

5. Change of Control.  As set forth in Annex 1 attached hereto, your entitlement
to Restricted  Shares may be affected in the event of a Change of Control of the
Company  or a  going-private  transaction  (each as  defined in Annex 1 attached
hereto).

6.  Relationship  with  Competitive  Entities.  In  the  event  that  you  shall
voluntarily  terminate  your  employment or your  employment  is terminated  for
Cause,  you shall not become  employed  by,  consult  to, or have any  interest,
directly or indirectly,  in any Competitive Entity (as defined below) within one
(1) year after your  Restricted  Shares have  vested.  If you shall  voluntarily
terminate your  employment or your  employment is terminated for Cause,  and, in
either case,  subsequently become employed by, consult to, or have any interest,
directly or indirectly, in a Competitive Entity during such one-year period, you
shall  within ten (10)  business  days thereof pay the  Company,  as  liquidated
damages and not as a penalty,  an amount  equal to (a) the gain  (whether or not
realized)  attributable  to the  vesting  of the  Restricted  Shares,  plus  (b)
interest at a rate equal to the lesser of (i) twelve  percent (12%) per annum or
(ii)  the  maximum  interest  rate  permitted  by  applicable  law,   compounded
quarterly,  calculated from the date the Restricted Shares vested until the date
such payment to the Company is made.  Such gain shall be equal to the greater of
the (y)  positive  difference,  if any,  between  the Fair  Market  Value of the
Restricted Shares on the date such shares vest and the Par Value Amount paid for
the  Restricted  Shares or (z)  positive  difference,  if any,  between the Fair
Market Value of the  Restricted  Shares on your first (1st) day of employment by
the  Competitive  Entity  and the Par  Value  Amount  paid  for such  shares.  A
"Competitive  Entity"  shall  mean (1) any  company  that  competes  (including,
without

                                      -2-

<PAGE>

limitation,  by means of direct  broadcast  satellite  or a fiber optic or other
network) with any of the Company's cable  television,  telephone or on-line data
businesses  in the New  York  City  Metropolitan  Area  (as  defined  in Annex 1
attached hereto) or that competes with any of the Company's programming, cinema,
sports or entertainment  businesses,  nationally or regionally; or (2) any trade
or professional  association  representing any of the companies  covered by this
Section 6, other than the National Cable  Television  Association  and any state
cable television association. Ownership of not more than one percent (1%) of the
outstanding  stock of any  publicly-traded  company  shall not be a violation of
this Section 6.

         By  accepting  this  Agreement,  you  understand  that  the  terms  and
conditions  of this Section 6 may limit your  ability to earn a livelihood  in a
business similar to the business of the Company,  but nevertheless  hereby agree
that the restrictions and limitations  hereof are reasonable in scope,  area and
duration,  and that the consideration provided under the Plan and this Agreement
is  sufficient to justify the  restrictions  and  limitations  contained in this
Section 6. Accordingly, in consideration thereof and in light of your education,
skills and abilities,  by  participating  in the Plan, you hereby agree that you
will not  assert,  and it should not be  considered,  that such  provisions  are
either unreasonable in scope, area or duration, or will prevent you from earning
a living,  or otherwise are void,  voidable or unenforceable or should be voided
or held  unenforceable.  You  further  understand  and  hereby  agree  that  the
restrictions  and limitations  contained in this Section 6 are ancillary to, and
part of, the Plan and this  Agreement,  and are reasonably  necessary to protect
the good will and business interests of the Company.

         You hereby agree that a breach or threatened breach on your part of the
restrictions and limitations  contained in this Section 6 will cause such damage
to the Company as will be irreparable and for that reason you further agree that
the Company  shall be entitled  as a matter of right to an  injunction  or other
equitable  relief out of any court of competent  jurisdiction,  restraining  any
further  violation of this Section 6 by you.  The right to  injunction  or other
equitable  relief  shall be  cumulative  and in  addition  to any and all  other
remedies  the  Company  may have,  including,  specifically,  recovery  of money
damages and any other legal or equitable relief available.  You hereby waive any
requirement for security or the posting of any bond or other surety and proof of
damages in  connection  with any  temporary or permanent  award of injunctive or
other equitable relief.

7.  Transfer  Restrictions.  You may not transfer,  assign,  pledge or otherwise
encumber the Restricted Shares, other than to the extent provided in the Plan.

8. Right to Vote and Receive Dividends. You have full voting rights with respect
to  the  Restricted  Shares.  All  dividends  and  distributions  paid  on  your
Restricted  Shares will be retained by the Company for your  account  until your
Restricted Shares vest and such dividends and distributions  will be paid to you
(without interest) when your Restricted Shares vest.

9. Section 83(b) Election.  If you wish to make an election  pursuant to Section
83(b) of the Internal Revenue Code of 1986, as amended, to recognize income with
respect to the  Restricted  Shares  before they become  vested,  you must file a
Section 83(b) election with the Internal Revenue Service within thirty (30) days
of the Grant  Date and  provide a copy of that  filing to the  Company.  You are
strongly  encouraged  to seek  the  advice  of a tax  consultant  regarding  the
advisability of making a Section 83(b) election.  YOU SHOULD NOTE THAT ANY TAXES
YOU PAY AS A

                                      -3-

<PAGE>

RESULT OF YOUR SECTION  83(B)  ELECTION  CANNOT BE RECOVERED IF YOUR  RESTRICTED
SHARES ARE  FORFEITED  OR DECLINE IN VALUE.  IT IS YOUR SOLE  RESPONSIBILITY  TO
TIMELY FILE AN ELECTION UNDER SECTION 83(B).  YOU MUST NOTIFY THE COMPANY WITHIN
TEN (10) DAYS OF FILING  ANY SUCH  ELECTION.  A Sample  Form of  Election  under
Section 83(b) is attached for your reference as Annex 3.

10. Tax  Representations  and Tax Withholding.  You hereby  acknowledge that you
have  reviewed  with  your own tax  advisors  the  federal,  state and local tax
consequences  of receiving the Restricted  Shares.  You hereby  represent to the
Company that you are relying  solely on such advisors and not on any  statements
or  representations  of the Company,  its Affiliates or any of their  respective
agents.

         If, in connection with the Restricted  Shares,  the Company is required
to  withhold  any  amounts by reason of any  federal,  state or local tax,  such
withholding shall be effected in accordance with Section 16 of the Plan.

11.  Delivery.  Unless  otherwise  determined by the Committee,  delivery of the
Restricted  Shares will be by book-entry  credit to an account in your name that
the Company has established at a custody agent (the "custodian").  The Company's
transfer agent,  Mellon Investor Services LLC, shall act as the custodian of the
Restricted  Shares;  however,  the  Company may in its sole  discretion  appoint
another  custodian to replace  Mellon  Investor  Services  LLC. On the date your
Restricted  Shares vest, if you have complied with your  obligations  under this
Agreement  and  provided  that your tax  obligations  with respect to the vested
Restricted Shares are appropriately  satisfied,  at your request, we will either
instruct  the  custodian  to  electronically  transfer  your Common  Shares to a
brokerage  or other  account  you  specify or  deliver  to you a physical  stock
certificate representing your Common Shares.

12.  Right of  Offset.  You  hereby  agree  that if the  Company  shall have any
obligation  to you (the "Company  Obligation")  under this  Agreement,  then the
Company shall have the right to offset  against the Company  Obligation,  to the
maximum extent  permitted by law, any amounts that you may owe to the Company or
its  Affiliates of whatever  nature.  You hereby further agree that if you shall
owe the Company any amount (the "Optionee-Owed  Amount") under Section 6 of this
Agreement,  then the  Company  shall have the right to offset the  Optionee-Owed
Amount,  to the maximum extent permitted by law, against any obligation from the
Company or its Affiliates to you under this  Agreement or otherwise  (including,
without  limitation,  any wages,  vacation pay, or other compensation or benefit
under any benefit plan or other compensatory arrangement).

13. The Committee.  For purposes of this Agreement,  the term "Committee"  means
the  Compensation  Committee  of the Board of  Directors  of the  Company or any
replacement committee established under, and as more fully defined in, the Plan.

14. Committee Discretion.  The Committee has full discretion with respect to any
actions  to be  taken  or  determinations  to be made in  connection  with  this
Agreement, and its determinations shall be final, binding and conclusive.

                                      -4-

<PAGE>

15. Amendment.  The Committee  reserves the right at any time to amend the terms
and conditions set forth in this Agreement,  except that no such amendment shall
materially  adversely  affect your economic rights under this Agreement  without
your consent.  Any amendment of this Agreement shall be in writing and signed by
an authorized  member of the Committee or a person or persons  designated by the
Committee.

16. Restricted Shares Subject to the Plan. The Restricted Shares covered by this
Agreement are subject to the Plan.

17. Entire  Agreement.  Except for any employment  agreement between you and the
Company or any of its  Affiliates  in effect as of the date of the grant  hereof
(as such  employment  agreement may be modified or renewed),  this Agreement and
the Plan  constitute  the  entire  understanding  and  agreement  of you and the
Company with respect to the  Restricted  Shares covered hereby and supersede all
prior  understandings  and  agreements.  In the  event of a  conflict  among the
documents  with respect to the terms and  conditions  of the  Restricted  Shares
covered hereby, the documents will be accorded the following order of authority:
the terms and conditions of the Plan will have highest authority followed by the
terms and  conditions  of your  employment  agreement  followed by the terms and
conditions of this Agreement.

18. Successors and Assigns.  The terms and conditions of this Agreement shall be
binding upon,  and shall inure to the benefit of, the Company and its successors
and assigns.

19.  Governing Law. This Agreement shall be deemed to be made under,  and in all
respects be interpreted,  construed and governed by and in accordance  with, the
laws of the State of New York.

20.  Jurisdiction and Venue.  You irrevocably  submit to the jurisdiction of the
courts of the State of New York and the  Federal  courts  of the  United  States
located in the Southern  District and Eastern  District of the State of New York
in respect of the  interpretation  and  enforcement  of the  provisions  of this
Agreement,  and hereby waive, and agree not to assert, as a defense that you are
not subject thereto or that the venue thereof may not be appropriate.  You agree
that the  mailing of process or other  papers in  connection  with any action or
proceeding in any manner permitted by law shall be valid and sufficient service.

21. Securities Law  Acknowledgments.  You hereby  acknowledge and confirm to the
Company  that (i) you are  aware  that the  Common  Shares  are  publicly-traded
securities  and (ii)  Common  Shares  may not be sold or  otherwise  transferred
unless such sale or transfer is registered  under the Securities Act of 1933, as
amended,  and the securities laws of any applicable state or other jurisdiction,
or is exempt from such registration.

22.  Waiver.  No waiver by the  Company  at any time of any breach by you of, or
compliance  with,  any term or  condition  of this  Agreement  or the Plan to be
performed  by you  shall be  deemed a waiver of the  same,  any  similar  or any
dissimilar term or condition at the same or at any prior or subsequent time.

23. Severability. The provisions of this Agreement shall be deemed severable and
the  invalidity or  unenforceability  of any term or condition  hereof shall not
affect the  validity or  enforceability  of the other terms and  conditions  set
forth herein.

24. Exclusion from  Compensation  Calculation.  By acceptance of this Agreement,
you shall be considered in agreement that the  Restricted  Shares covered hereby
shall be considered special

                                      -5-

<PAGE>

incentive  compensation and will be exempt from inclusion as "wages" or "salary"
in pension,  retirement, life insurance and other employee benefits arrangements
of the  Company  and its  Affiliates,  except  as  determined  otherwise  by the
Company.  In  addition,  each of your  beneficiaries  shall be  deemed  to be in
agreement  that all such shares be exempt from  inclusion in "wages" or "salary"
for purposes of calculating benefits of any life insurance coverage sponsored by
the Company or any of its Affiliates.

25. No Right to Continued Employment. Nothing contained in this Agreement or the
Plan shall be  construed to confer on you any right to continue in the employ of
the Company or any  Affiliate,  or derogate from the right of the Company or any
Affiliate,  as applicable,  to retire,  request the resignation of, or discharge
you, at any time, with or without cause.

26.  Headings.  The headings in this  Agreement are for purposes of  convenience
only and are not intended to define or limit the  construction  of the terms and
conditions of this Agreement.

27.  Effective  Date.  Upon execution by you, this Agreement  shall be effective
from and as of the Grant Date.

28. Signatures. Execution of this Agreement by the Company may be in the form of
an electronic or similar  signature,  and such signature  shall be treated as an
original signature for all purposes.

                                              CABLEVISION SYSTEMS CORPORATION

                                              By:
                                                   -----------------------------
                                                   Name:
                                                   Title:


         By your signature, you (i) acknowledge that a complete copy of the Plan
and an executed  original of this  Agreement have been made available to you and
(ii)  agree to all of the  terms and  conditions  set forth in the Plan and this
Agreement.


------------------------------
Name:






                                      -6-

<PAGE>

                                     ANNEX 1
                                       TO
                           RESTRICTED SHARES AGREEMENT

In the  event of a  "Change  of  Control"  of the  Company  or a "going  private
transaction," as defined below,  your entitlement to Restricted  Shares shall be
as follows:

1. If the Company or the  "surviving  entity," as defined  below,  has shares of
common stock (or  partnership  units) traded on a national  stock exchange or on
the over-the-counter market as reported on NASDAQ, the Committee shall, no later
than the effective date of the transaction  which results in a Change of Control
or going private  transaction either (A) convert your unvested Restricted Shares
into an  amount of cash  equal to (i) the  number  of your  unvested  Restricted
Shares  multiplied by (ii) the "offer price per share," the  "acquisition  price
per share" or the "merger price per share," each as defined below,  whichever of
such amounts is applicable or (B) arrange to have the surviving  entity grant to
you an award of shares of common stock (or  partnership  units) of the surviving
entity on the same terms and with a value equivalent to your unvested Restricted
Shares which will, in the good faith determination of the Committee, provide you
with an equivalent profit potential.

2. If the Company or the  surviving  entity does not have shares of common stock
(or  partnership   units)  traded  on  a  national  stock  exchange  or  on  the
over-the-counter  market as reported on NASDAQ, the Committee shall convert your
unvested Restricted Shares into an amount of cash equal to the amount calculated
as per Paragraph 1(A) above.

3. The cash award  provided in Paragraph 1 or 2 shall  become  payable to you at
the earlier of (a) the date on which your  Restricted  Shares are  scheduled  to
vest, or (b) the date on which your employment with the Company or the surviving
entity is terminated  (i) by the Company or the surviving  entity other than for
Cause,  if such  termination  occurs  within  three (3)  years of the  Change of
Control or going private transaction,  (ii) by you for "good reason," as defined
below,  if such  termination  occurs  within  three (3)  years of the  Change of
Control or going private transaction or (iii) by you for any reason at least six
(6) months,  but not more than nine (9) months after the  effective  date of the
Change of Control or going private transaction. The amount payable in cash shall
be payable  together  with  interest  from the  effective  date of the Change of
Control  or going  private  transaction  until  the date of  payment  at (a) the
weighted  average  cost of  capital  of the  Company  immediately  prior  to the
effectiveness of the Change of Control or going private  transaction,  or (b) if
the Company (or the  surviving  entity) sets aside the funds in a trust or other
funding  arrangement,  the  actual  earnings  of such  trust  or  other  funding
arrangement.

4. As used herein,

"Change of  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 hereinafter  defined) or (2) after any fiscal year of the
Company in which all the systems referred to in

                                      -7-

<PAGE>

clause (1) above shall 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 or  substantially  all its  assets.  Net
revenues  shall be determined by the  independent  accountants of the Company in
accordance with generally accepted accounting  principles  consistently  applied
and certified by such accountants.  "New York City Metropolitan  Area" means all
locations within the following counties: (i) New York, Richmond,  Kings, Queens,
Bronx,  Nassau,  Suffolk,  Westchester,   Rockland,  Orange,  Putnam,  Sullivan,
Dutchess,  and Ulster in New York State; (ii) Hudson, Bergen,  Passaic,  Sussex,
Warren, Hunterdon,  Somerset, Union, Morris, Middlesex,  Mercer, Monmouth, Essex
and Ocean in New Jersey; (iii) Pike in Pennsylvania;  and (iv) Fairfield and New
Haven in Connecticut.

"Surviving  entity" means the entity that owns,  directly or  indirectly,  after
consummation of any transaction,  substantially all the cable television systems
owned  directly or indirectly  by the Company in the New York City  Metropolitan
Area prior to consummation of such  transaction.  If any such entity is at least
majority-owned,  directly or indirectly, by any entity (a "parent entity") which
has shares of common stock (or  partnership  units)  traded on a national  stock
exchange or the over-the-counter market, as reported on NASDAQ, then such parent
entity shall be deemed to be the surviving  entity  provided that if there shall
be more than one such parent  entity,  the parent entity closest to ownership of
the  Company's  cable  television  systems  shall be deemed to be the  surviving
entity.  If in  connection  with any  transaction,  a Change of Control or going
private  transaction  occurs and no entity shall own, after consummation of such
transaction, substantially all the cable television systems owned by the Company
in  the  New  York  City   Metropolitan  Area  prior  to  consummation  of  such
transaction,  then,  notwithstanding  any other provision of this Paragraph 4 to
the  contrary,  there shall not be deemed to be a  surviving  entity so that the
provisions   of   Paragraph   1(B)  shall  not  be   applicable.   Ownership  of
"substantially  all"  the  Company's  New  York  City  Metropolitan  Area  cable
television systems shall mean ownership,  after consummation of such transaction
(or series of related transactions),  of an aggregate of at least eighty percent
(80%) of the basic subscribers of all the cable television  systems owned by the
Company and its consolidated subsidiaries in the New York City Metropolitan Area
prior to such transaction (or series of related transactions).

"Going private  transaction" means a transaction  described in Rule 13e-3 to the
Securities and Exchange Act of 1934.

"Good reason" means

         a.  without  your express  written  consent any  reduction in your base
salary or bonus potential, or any material impairment or material adverse change
in your working conditions (as the same may from time to time have been improved
or, with your written consent,  otherwise altered, in each case, after the Grant
Date) at any time  after or  within  ninety  (90)  days  prior to the  Change of
Control  including,  without  limitation,  any material  reduction of your other
compensation,  executive perquisites or other employee benefits (measured, where
applicable,  by level or participation or percentage of award under any plans of
the Company), or material impairment or material adverse change of your level of
responsibility, authority, autonomy or title, or to your scope of duties;

                                      -8-

<PAGE>

         b. any failure by the Company to comply with any of the  provisions  of
this Agreement,  other than an insubstantial or inadvertent  failure remedied by
the Company promptly after receipt of notice thereof given by you;

         c. the  Company's  requiring  you to be based at any office or location
more than  thirty-five (35) miles from your location  immediately  prior to such
event  except  for  travel  reasonably  required  in  the  performance  of  your
responsibilities; or

         d. any failure by the Company to obtain the assumption and agreement to
perform this Agreement by a successor as contemplated by Paragraph 1.

"Offer  price per share"  shall mean,  in the case of a tender offer or exchange
offer  which  results in a Change of Control or going  private  transaction  (an
"Offer"),  the greater of (i) the highest  price per share of common  stock paid
pursuant to the Offer, or (ii) the highest fair market value per share of common
stock during the ninety-day  period ending on the date of a Change of Control or
going private  transaction.  Any securities or property which are part or all of
the  consideration  paid for shares of common stock in the Offer shall be valued
in  determining  the Offer  Price per Share at the  higher of (A) the  valuation
placed on such  securities  or property by the  Company,  person or other entity
making such offer or (B) the valuation  placed on such securities or property by
the Committee.

"Merger  price per share"  shall mean,  in the case of a merger,  consolidation,
sale,  exchange  or other  disposition  of assets  that  results  in a Change of
Control or going private transaction (a "Merger"),  the greater of (i) the fixed
or  formula  price for the  acquisition  of shares  of  common  stock  occurring
pursuant to the  Merger,  and (ii) the  highest  fair market  value per share of
common stock during the  ninety-day  period ending on the date of such Change of
Control or going private transaction.  Any securities or property which are part
or all of the  consideration  paid for shares of common  stock  pursuant  to the
Merger shall be valued in  determining  the merger price per share at the higher
of (A) the  valuation  placed on such  securities  or property  by the  Company,
person or other entity  which is a party with the Company to the Merger,  or (B)
the valuation placed on such securities or property by the Committee.

"Acquisition  price per share"  shall mean the greater of (i) the highest  price
per share  stated on the  Schedule  13D or any  amendment  thereto  filed by the
holder of twenty percent (20%) or more of the Company's voting power which gives
rise to the Change of Control or going private transaction, and (ii) the highest
fair market value per share of common stock during the ninety-day  period ending
on the date of such Change of Control or going private transaction.




                                      -9-

<PAGE>


                                     ANNEX 2
                                       TO
                           RESTRICTED SHARES AGREEMENT

                               WAIVER AND RELEASE

         In consideration of Cablevision  Systems  Corporation's (the "Company")
offer to accelerate  the vesting of my Restricted  Shares under Section 3 of the
Restricted Shares Agreement dated  ___________________ (the "Agreement") between
the  Company  and me, I hereby  for  myself,  and my heirs,  agents,  executors,
successors,  assigns and administrators  (collectively,  the "Related Parties"),
knowingly and  voluntarily  forever waive and release the Company and all of its
past and/or present affiliates,  directors,  officers,  employees,  fiduciaries,
representatives,   successors  and  assigns,  whether  in  their  individual  or
representative  capacities  (collectively,  the  "Releasees"),  from any and all
claims, rights and causes of action whatsoever ("Claims"),  in law or in equity,
whether known or unknown, asserted or unasserted, suspected or unsuspected, that
I or any  Related  Party  ever  had,  may  have in the  future  or  have  now in
connection  with  or  arising  from  or in  any  way  related  to my  employment
relationship  with the Company or any of its  Affiliates,  or  termination of my
employment  relationship  with the Company or any of its  Affiliates  including,
without limitation:

o    any Claims under Federal or state law,  regulation  or decision  (including
     those under the Age  Discrimination in Employment Act, 29 U.S.C.  ss.ss.621
     et. seq. (the "ADEA"),  the Older Workers Benefit Protection Act, 29 U.S.C.
     ss.626 (f)(1) (the "OWBPA"), Title VII of the Civil Rights Act of 1991, the
     Americans with Disabilities Act, 42 U.S.C. ss.ss.12101-12213,  the Employee
     Retirement Income Security Act of 1974, the Family and Medical Leave Act of
     1993,  the Fair Labor  Standards Act, and any other similar or related law,
     regulation or decision relating to or dealing with discrimination), or

o    any Claims for punitive  damages,  attorney's  fees,  expenses and costs of
     litigation.

                                      -10-

<PAGE>

         Nothing  herein  shall be  construed  to affect  the right of the Equal
Employment  Opportunity  Commission ("EEOC") to enforce the ADEA or to interfere
with  the  protected   right  to  file  a  charge  or  participate  in  an  EEOC
investigation of proceeding.

         This Waiver and Release is  intended to comply with the  provisions  of
the OWBPA. By execution of this Waiver and Release, I hereby expressly waive any
and all Claims under the OWBPA and hereby acknowledge that:

         (a) My waiver of rights or Claims  arising under the ADEA is in writing
and is understood by me;

         (b) The  waiver of my rights  or Claims  existing  under the ADEA is in
exchange for the Company having entered into the Agreement;

         (c) The Company  advised me in writing to consult with  attorneys of my
choosing prior to executing this Waiver and Release and I have in fact done so;

         (d) I have been  advised by the  Company  that I am  entitled to revoke
this Waiver and Release  within seven (7) days after its execution and that this
Waiver and Release shall not become effective or enforceable until the aforesaid
seven (7) day revocation period has expired; and

         (e) I hereby  acknowledge that this Waiver and Release is not requested
in  connection  with any  existing  incentive  or other  employment  termination
program.

         I  hereby  represent  and  warrant  to the  Releasees  that  (i) I have
carefully  read and fully  understand  all the  provisions  and  effects of this
Waiver and Release,  (ii) I have had a period of at least  twenty-one  (21) days
within  which to  consider  this  Waiver and  Release,  (iii) I have  signed and
returned this Waiver and Release knowingly and voluntarily and in the absence of
any force or  compulsion  on the part of any of the  Releasees  and after having
been advised in

                                      -11-

<PAGE>

writing to consult with my attorney and (iv) none of the  Releasees has made any
representations  or  warranties  concerning  either the terms and  provisions or
effects of this Waiver and Release.

         I hereby  acknowledge  that this Waiver and  Release  shall take effect
eight (8) days following its execution (the "Effective Date"), unless revoked by
me as hereinafter  provided. I hereby further acknowledge that I may revoke this
Waiver and Release  unilaterally  prior to the  Effective  Date by notifying the
Company in  writing,  of my  decision to revoke this Waiver and Release and said
notice  must be  received  by the  Company no later than the  seventh  (7th) day
following my execution of this Waiver and Release. I understand that if I revoke
and cancel this Waiver and  Release,  I will not be entitled to the  accelerated
vesting provided by Section 3 of the Agreement.

         Should any term or  provision of this Waiver and Release be declared or
be  determined  by any court to be  illegal  or  invalid,  the  validity  of the
remaining terms and provisions,  including the release of all Claims,  shall not
be  affected  thereby and said  illegal or invalid  term or  provision  shall be
modified by the court so as to be legal or, if not reasonably feasible, shall be
deleted.  This Waiver and Release sets forth the entire agreement concerning the
release of all Claims by me against the Releasees and may not be modified except
by a writing signed by me and the Company.

         I HEREBY  CONFIRM THAT I HAVE  CAREFULLY  READ THE FOREGOING  TERMS AND
CONDITIONS OF THIS WAIVER AND RELEASE,  THAT I KNOW AND  UNDERSTAND THE CONTENTS
AND  EFFECT OF THIS  WAIVER  AND  RELEASE,  THAT I HAVE HAD THE  OPPORTUNITY  TO
CONSULT COUNSEL WITH RESPECT TO THE LEGAL EFFECT OF THIS WAIVER AND RELEASE, AND
THAT MY EXECUTION OF THIS WAIVER AND RELEASE IS A VOLUNTARY ACT.

                                      -12-

<PAGE>

         I HEREBY VOLUNTARILY AND INTENTIONALLY  WAIVE ANY RIGHT I MAY HAVE TO A
TRIAL BY JURY IN ANY COURT HAVING  JURISDICTION  OVER THE MATTER WITH RESPECT TO
ANY ACTION,  COUNTERCLAIM  OR DEFENSE  ARISING OUT OF OR RELATING TO THIS WAIVER
AND RELEASE.

         I represent  that I have not filed,  and will not hereafter  file,  any
Claim against the Company or its  Affiliates  relating to my  employment  and/or
cessation  of my  employment  with the Company or its  Affiliates,  or otherwise
involving  facts that  occurred  on or prior to the date I sign this  Waiver and
Release.

         I understand and agree that if I commence, continue, join in, or in any
other manner attempt to assert any Claim released  herein against the Company or
its Affiliates, or otherwise violate the terms of this Waiver and Release, (i) I
will  cease to have any right to  accelerated  vesting of my  Restricted  Shares
pursuant  to  Section 3 of the  Agreement,  (ii) to the  extent  that the Common
Shares have already been delivered to me pursuant to the  Agreement,  I will pay
the Company,  as liquidated damages and not as a penalty,  promptly upon notice,
an amount equal to (a) the gain  (whether or not realized)  attributable  to the
vesting  of the  Restricted  Shares,  plus (b)  interest  at a rate equal to the
lesser of (i) twelve  percent (12%) per annum or (ii) the maximum  interest rate
permitted by applicable law, compounded quarterly,  calculated from the date the
Restricted  Shares  vested  until the date such  payment to the Company is made.
Such gain shall be determined as of the date the  Restricted  Shares vest as the
positive difference, if any, between the Fair Market Value of such shares on the
vesting date and the par value amount paid for the Restricted  Shares, and (iii)
I agree to reimburse the Company for all attorneys'  fees and expenses  incurred
by it in defending against such a Claim,  provided that the right to receive the
foregoing

                                      -13-

<PAGE>

payments is without  prejudice  to the other  rights of the  Company  hereunder,
including any waiver and release of any and all Claims against the Company.

         I  understand  and agree that the signing of this Waiver and Release by
me does not in any way indicate that I have any viable Claim against the Company
or any of its  Affiliates,  or that the Company or any of its Affiliates  admits
any liability to me whatsoever.

         This  Waiver  and  Release  shall  be  binding  upon  me and my  heirs,
executors, administrators, personal representatives and assigns, and shall inure
to the benefit of the Releasees.

         This  Waiver and Release  shall be deemed to be made under,  and in all
respects be interpreted,  construed and governed by and in accordance  with, the
laws of the State of New York to the extent not preempted by applicable  Federal
law.

         Capitalized  terms used but not defined  herein have the meanings given
to them in the Agreement.

         IN WITNESS WHEREOF,  I executed this Waiver and Release,  this ____ day
of __________________ .


                                                  -----------------------------
                                                  Employee







                                      -14-

<PAGE>


                                     ANNEX 3
                                       TO
                           RESTRICTED SHARES AGREEMENT

                  SAMPLE FORM FOR ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

Pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended,  and
Treasury Regulation 1.83-2, the undersigned taxpayer hereby elects to include in
taxpayer's gross income or alternative  minimum taxable income,  as the case may
be, the excess, if any, of the fair market value of the Property (as hereinafter
defined)  at the time of  transfer  over the amount the  taxpayer  paid for such
Property.  The following  information  is furnished in accordance  with Treasury
Regulation 1.83-2(e).

1. The name, address and taxpayer  identification  number of the undersigned are
as follows:

         Name of TAXPAYER:                           SPOUSE:

         Address:

         Social Security No. TAXPAYER:               SPOUSE:

2.       The  property   with  respect  to  which  the  election  is  made  (the
         "Property") is described as follows:  restricted  shares of Cablevision
         NY Group Class A Common Stock of Cablevision  Systems  Corporation (the
         "Company").

3.       The  election is made for the 200__  calendar  year with respect to the
         Property.   The  date  on  which  the  Property  was   transferred   is
         _________________________.
               (Grant Date)

4.       The Property is subject to the following restrictions: The Property may
         not be  transferred  and is  subject  to  continued  employment  by the
         taxpayer with the Company through ____________________________________.
                                            (Fourth Anniversary of Grant Date)
         These  restrictions  lapse upon the satisfaction of certain  conditions
         contained  in an  agreement  entered  into  by  the  Company  with  the
         taxpayer.

5.       The  fair  market  value at the time of  transfer,  determined  without
         regard to any restriction  other than a restriction  which by its terms
         will never lapse, of such Property is: $__________________.

6.       The amount (if any) paid for such Property is  $________________.
                                                           (Par Value)

The  undersigned  has submitted a copy of this  statement to the person for whom
the services were performed in connection with the undersigned's  receipt of the
above-described Property. The

                                      -15-

<PAGE>


undersigned  understands  that the foregoing  election may not be revoked except
with the consent of the Commissioner.

Dated:__________________________            ___________________________________
                                                              Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated:__________________________            ___________________________________
                                                              Spouse










                                      -16-