EXHIBIT 10.2



                 [OPTIONS/VESTING SUBJECT TO PERFORMANCE METRIC]



                                     [DATE]

[FULL NAME]
[ADDRESS]

Dear [FIRST NAME],

         Pursuant  to  the  Company's  Employee  Stock  Plan  (the  "Plan"),  on
______________  (the  "Effective  Date") you were  selected by the  Compensation
Committee of the Board of Directors  (as more fully  described in Paragraph  15,
the "Committee") of Cablevision  Systems  Corporation (the "Company") to receive
nonqualified  stock options (the  "Options") to purchase ____ (___) shares of NY
Group  Class A Common  Stock of the Company  (the  "Class A Common  Stock") at a
price of $____ per share.

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

         1. Vesting.  If you remain in the  continuous  employ of the Company or
any Affiliate,  the Options will become vested and exercisable on  _____________
(the  "Normal  Vesting  Date")  to the  extent,  if any,  that  the  performance
objectives  set forth on  Appendix  1 attached  hereto  (the  "Objectives")  are
achieved.  Any  Options  that do not  become  so  vested  and  exercisable  will
automatically terminate without notice.

         2.  Exercise.  You may  exercise  the Options  that  become  vested and
exercisable by giving written notice to the Secretary of the Company  specifying
the number of shares of Class A Common  Stock as to which the  Options are being
exercised  (the  "Exercise  Notice"),  together  with a copy of this  Agreement.
Unless the Company  chooses to settle such  exercise in cash,  shares of Class A
Common  Stock,  or a  combination  thereof  pursuant to Paragraph 3, you will be
required to deliver to the Company  within five (5) days of your delivery of the
Exercise  Notice,  payment in full of the exercise  price due on account of such
exercise.  You may pay the  exercise  price  by cash,  by  certified  check,  by
surrendering shares of Class A Common Stock or by any combination thereof. Class
A Common Stock used to pay the exercise  price pursuant to this Paragraph 2 will
be valued at the Fair Market Value as of the day preceding the date of exercise.

         3. Option Spread.  Upon receipt of the Exercise Notice, the Company may
elect, in lieu of issuing shares of Class A Common Stock, to settle the exercise
covered by such notice by paying you an amount equal to the product  obtained by
multiplying  (i) the excess of the Fair Market Value of one (1) share of Class A
Common Stock on the date of exercise  over the per share  exercise  price of the
Options (the "Option Spread") by (ii) the number of shares of

<PAGE>

Class A Common Stock specified in the Exercise Notice. The amount payable to you
in these circumstances may be paid by the Company either in cash or in shares of
Class A Common Stock having a Fair Market Value equal to the Option Spread, or a
combination  thereof, as the Company shall determine.  Class A Common Stock used
to pay the Option Spread pursuant to this Paragraph 3 will be valued at the Fair
Market Value as of the day the Exercise Notice is received by the Company.

         4.  Expiration.  The Options will terminate  automatically  and without
further notice on the tenth (10th)  anniversary of __________  unless terminated
earlier as provided in Paragraph 5.

         5. Termination of Employment.

         (A)  Termination  for  Cause.  If you do not  remain in the  continuous
              employ of the Company or any  Affiliate  and such  employment  was
              terminated for Cause, the Options will terminate automatically and
              without further notice upon the date of such termination.

         (B)  Termination  as a Result  of  Death.  If you do not  remain in the
              continuous  employ  of the  Company  or  any  Affiliate  and  such
              employment  was  terminated  as a result of your death  before the
              Normal  Vesting  Date,  notwithstanding  Paragraph  1, a number of
              Options  shall  immediately  vest and become  exercisable  that is
              equal to (i) the number of Options  granted  hereby  multiplied by
              (ii)  the  number  of  complete   years  that  have  elapsed  from
              _____________  to your date of termination  divided by ______ (__)
              (such number of Options with respect to any  termination  prior to
              the Normal  Vesting Date,  your  "Available  Options").  All other
              Options will terminate  automatically  and without  further notice
              upon the date of such  termination.  Such Available  Options shall
              remain  exercisable by your estate or beneficiary  until the first
              (1st) anniversary of the Normal Vesting Date.

              (C) Termination for Disability or Retirement. If you do not remain
         in the  continuous  employ of the  Company  or any  Affiliate  and such
         employment   was  terminated  for  Disability  (as  defined  below)  or
         Retirement  (as defined  below) before the Normal  Vesting  Date,  your
         Available  Options  (calculated  as set forth in Paragraph  5(B)) shall
         remain unvested and outstanding.  All Options granted hereby other than
         the Available Options shall terminate automatically and without further
         notice upon the date of your termination.  Your Available Options shall
         vest and become  exercisable to the extent, if any, that the Objectives
         are  achieved  and  shall  remain  exercisable  for _____  (__)  [days]
         [months]  [years] after the Normal Vesting Date. All Available  Options
         that do not so vest shall terminate  automatically  and without further
         notice  upon the  Normal  Vesting  Date.  If you do not  remain  in the
         continuous  employ of the Company or any Affiliate and such  employment
         was terminated  for  Disability or Retirement  after the Normal Vesting
         Date, the outstanding Options that became vested and exercisable on the
         Normal Vesting Date

                                      -2-

<PAGE>

              shall remain  exercisable for _____ (__) [days]  [months]  [years]
              after such termination.

         (D)  Other Terminations.  If you do not remain in the continuous employ
              of the Company or any Affiliate and such employment was terminated
              before the Normal  Vesting  Date for any reason  other than Cause,
              death,   Disability  or   Retirement,   your   Available   Options
              (calculated as set forth in Paragraph  5(B)) shall remain unvested
              and  outstanding.  All  Options  granted  hereby  other  than  the
              Available  Options  shall  terminate   automatically  and  without
              further notice upon the date of your  termination.  Your Available
              Options shall vest and become  exercisable  on the Normal  Vesting
              Date to the extent,  if any, that the  Objectives are achieved and
              become  exercisable  on the Normal  Vesting  Date and shall remain
              exercisable   for  ___________   (___)  [days]  [months]   [years]
              thereafter.  All  Available  Options  that  do not so  vest  shall
              terminate automatically and without further notice upon the Normal
              Vesting Date. If you do not remain in the continuous employ of the
              Company or any Affiliate and such employment was terminated  after
              the Normal  Vesting Date for any reason  other than Cause,  death,
              Disability  or  Retirement,  the  outstanding  Options that became
              vested and  exercisable  on the Normal  Vesting  Date shall remain
              exercisable for _____________  (___) [days] [months] [years] after
              such termination.

         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.

         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.

         For purposes of this Agreement, "Retirement" means ____________.

         Notwithstanding  anything to the  contrary in this  Paragraph 5, in the
event of your death during the period that your Options are exercisable, whether
death  occurs  before  or after  you  cease  employment,  the  Options  that are
exercisable at the time of your death shall remain exercisable by your estate or
beneficiary until the first (1st) anniversary of your death, whether or not such
first (1st)  anniversary  occurs  prior to the tenth (10th)  anniversary  of the
Effective Date.

         6.  Change of  Control.  Notwithstanding  Paragraph  1, as set forth in
Appendix 2 attached  hereto the Options may be affected in the event of a Change
of Control or going private  transaction (each as defined in Appendix 2 attached
hereto) of the Company.

         7. 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 exercising  the Options and receiving  shares of Class A Common
Stock and cash. You hereby

                                      -3-

<PAGE>

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  exercise of the  Options,  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.

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

         9. Non-Qualification as ISO. The Options are not intended to qualify as
"incentive  stock  options"  within the meaning of Section  422A of the Internal
Revenue Code of 1986, as amended.

         10.  Relationship  with  Competitive  Entities.  In the event 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) between the
date of such  termination  and the Normal Vesting Date or within one (1) year of
exercising  any  Options  hereunder.  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 the periods  described  above,  the
Company,  in its sole discretion,  may terminate your Available Options.  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 within one (1)
year of  exercising  any Options  hereunder,  you shall within ten (10) business
days thereof pay the Company,  as  liquidated  damages and not as a penalty,  an
amount equal to the sum of (a) the product of the Option  Spread  multiplied  by
the number of shares of Class A Common  Stock with  respect to which the Options
were exercised during such one-year period, 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
you  exercised the Options until the date such payment to the Company is made. A
"Competitive  Entity"  shall  mean (1) any  company  that  competes  (including,
without  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 Appendix 2
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
Paragraph 10, 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 Paragraph 10.

         By  accepting  this  Agreement,  you  understand  that  the  terms  and
conditions of this Paragraph 10 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
Paragraph  10.  Accordingly,  in  consideration  thereof  and in  light  of your
education, skills and abilities, by

                                      -4-

<PAGE>

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  Paragraph 10 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  Paragraph 10 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  Paragraph  10 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.

         11. Securities Law Acknowledgments.  You hereby acknowledge and confirm
to the  Company  that (i) you are aware that the shares of Class A Common  Stock
are  publicly-traded  securities  and (ii) the  shares  of Class A Common  Stock
issuable upon  exercise of the Options 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.

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

         13.  Jurisdiction  and  Venue.  You  hereby  irrevocably  submit to the
jurisdiction  of the courts of the State of New York and the  Federal  courts of
the  United  States of America  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 hereby  agree that  mailing of process or
other papers in  connection  with any such action or proceeding in any manner as
may be permitted by law shall be valid and sufficient service thereof.

         14. Right of Offset. You hereby agree that if the Company shall owe you
any amount (the  "Company-Owed  Amount") under this Agreement,  then the Company
shall have the right to offset against the Company-Owed  Amount,  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 Paragraph 10 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 amount you may be
entitled to receive from the Company or its  Affiliates  under this Agreement or
otherwise (in-

                                      -5-

<PAGE>

cluding,  without limitation,  any wages, vacation pay, or other compensation or
benefit under any benefit plan or other compensatory arrangement).

         15. 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.

         16.  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.

         17.  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.

         18. Options  Subject to the Plan. The Options granted by this Agreement
are subject to the Plan.

         19. 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,  provided that
such  modification  or  renewal  shall not extend  the time any  Options  may be
exercised  beyond  the  time  provided  herein  or in such  original  employment
agreement),  this Agreement and the Plan constitute the entire understanding and
agreement of you and the Company with respect to the Options  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 Options
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.

         20. 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.

         21.  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.

         22.  Severability.  The terms or conditions 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.

         23.  Exclusion  from  Compensation  Calculation.  By acceptance of this
Agreement,  you shall be  considered  in  agreement  that all  shares of Class A
Common  Stock and cash  received  upon each  exercise  of the  Options  shall be
considered  special 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 of Class A Common Stock and cash
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.

                                      -6-

<PAGE>

         24.  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.

         25.  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.

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










                                      -7-

<PAGE>


         27.  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.


------------------------------
Optionee:
          ----------------------






                                      -8-

<PAGE>


                                   APPENDIX 1

                                       TO

      STOCK OPTION AWARD AGREEMENT (VESTING SUBJECT TO PERFORMANCE METRIC)

                                  [Objectives]









                                      -9-

<PAGE>


                                   APPENDIX 2

                                       TO

      STOCK OPTION AWARD AGREEMENT (VESTING SUBJECT TO PERFORMANCE METRIC)

         In the  event of a  "Change  of  Control"  of the  Company  or a "going
private transaction," as defined below, your entitlement to exercise the Options
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,  to the extent  that the  Options  have not been  exercised  and have not
expired (the  "Outstanding  Options"),  no later than the effective  date of the
transaction  which results in a Change of Control or going  private  transaction
either  (A)  convert  your  rights in the  Outstanding  Options  into a right to
receive an amount of cash equal to (i) the  number of common  shares  subject or
relating to the  Outstanding  Options  multiplied  by (ii) the excess of (x) 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, over
(y) the  exercise  price of the shares  subject or relating  to the  Outstanding
Options,  or  (B)  arrange  to  have  the  surviving  entity  grant  to  you  in
substitution  for your  Outstanding  Options an award of  options  for shares of
common stock (or  partnership  units) of the surviving  entity on the same terms
with a value  equivalent to the Outstanding  Options and 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 rights in the Outstanding Options into a right to receive an amount of cash
equal to the amount calculated as per Section 1(A) above.

         3. The cash award  provided in Section 1 or 2 shall  become  payable to
you, and the substitute  options of the surviving  entity  provided in Section 1
will become  vested and  exercisable  (1)  immediately  (or, for cash  payments,
promptly)  with  respect to the number of  Outstanding  Options  granted  hereby
(irrespective   of  Company   performance  or  achievement  of  the  Objectives)
multiplied by the number of complete  years that have elapsed from  ____________
to the  effective  date of the Change of Control  or going  private  transaction
divided  by ______  (__),  and (2) with  respect  to the  remaining  Outstanding
Options,  ________  (___) of the  number of  Options  granted  hereby  upon each
remaining   anniversary   of   ___________   through  the  Normal  Vesting  Date
(irrespective of Company performance or achievement of the Objectives); provided
that, in any event,  any  remaining  Outstanding  Options  shall become  payable
promptly and any  substitute  options  shall become vested and  exercisable,  as
applicable,  upon 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
in 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
in 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 ef-

                                      -10-

<PAGE>

fective  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 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 Section 4 to the
contrary,  there  shall  not be  deemed  to be a  surviving  entity  so that the
provisions of Section 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.

                                      -11-

<PAGE>

         "Good reason" means

         (i) 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
Effective 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;

         (ii) 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;

         (iii) 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

         (iv) any failure by the Company to obtain the  assumption and agreement
to perform this Agreement by a successor as contemplated by Section 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 go-

                                      -12-

<PAGE>

ing 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.






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