EXHIBIT 10.4



                         [TEMPLATE - PERFORMANCE AWARD]



[Full Name of Employee]

[Address]

[Date]

Dear [First Name]:

         Pursuant to the Long-Term  Incentive  Plan (the "Plan") of  Cablevision
Systems Corporation (the "Company"),  you have been selected by the Compensation
Committee of the Board of Directors  (as defined in Section 12 below) to receive
a contingent cash award (the "Award") of  _________________  Dollars  ($_______)
effective as of the close of business on ____________ (the "Effective Date").

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

1. Payment of Award.  The Award will be paid to you on  __________  (the "Normal
Payment Date") provided,  that (i) the performance objectives set forth on Annex
1 hereto (the "Objectives") have been attained and (ii) you have remained in the
continuous  employ of the Company or one of its  Affiliates  from the  Effective
Date through the Normal Payment Date.

2. Termination for Cause and Certain Other Employment  Termination  Events Prior
to  ___________.  If (i) the Company or one of its  Affiliates  terminates  your
employment  for Cause (as defined below) at any time or (ii) prior to __________
you are no longer  employed  by the  Company  or one of its  Affiliates  for any
reason,  other than as a result of your death or Disability (as defined  below),
then you will automatically forfeit all of your rights and interest in the Award
regardless of whether the Objectives are ultimately attained.

         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"  shall have the meaning
specified in Section 409A(a)(2)(C) of the Internal Revenue Code, as amended (the
"IRC").


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3.  Employment  Termination  Events  On or  After  ___________.  If on or  after
____________  you are no longer employed by the Company or one of its Affiliates
for any reason,  other than as a result of the termination of your employment by
the  Company  or one of its  Affiliates  for Cause or by reason of your death or
Disability,  then on the  Normal  Payment  Date you will be paid the  Applicable
Portion (as defined  below) of the Award  provided,  that (i) the Objectives are
attained; (ii) you have fully complied with all of your obligations set forth in
this  Agreement,  including,  without  limitation,  the  covenants  set forth in
Section 6 below;  and (iii) you have  executed  and  delivered  to the Company a
separation  agreement  to the  Company's  satisfaction  (which  agreement  shall
include,     without    limitation,     non-disparagement,     non-solicitation,
confidentiality and further cooperation obligations/restrictions on you, as well
as a general release by you of the Company and its Affiliates).

         For purposes of this  Agreement,  "Applicable  Portion"  means a dollar
amount equal to ______________ (__/__) of the Award if the effective date of the
termination  of your  employment  with the Company or one of its  Affiliates  is
____________,  which amount shall thereafter increase by ____________ (__/__) on
the  first  day  of  each  subsequent  calendar  month  (through  and  including
_____________)  that you remained in the continuous employ of the Company or one
of its  Affiliates  through  the  effective  date  of the  termination  of  your
employment.

4.  Disability or Death.  If at any time your employment with the Company or one
of its Affiliates is terminated as a result of your Disability or death then you
or your estate, as the case may be, will receive, promptly following the date of
such termination, payment of the Award regardless of whether the Objectives have
been attained.

5. Change of Control Event.  Notwithstanding  anything to the contrary contained
in this Agreement,  if at any time a Change of Control (as defined below) of the
Company occurs,  whether or not the Objectives  have been attained,  you will be
entitled to the following:

         a. If immediately prior to the Change of Control:

              i    you are employed by the Company or one of its Affiliates, you
shall be entitled to full payment of the Award in  accordance  with Section 5(b)
below; or

              ii   you are  not  then  employed  by  the  Company  or one of its
Affiliates,  you shall be entitled to full payment of the Applicable  Portion of
the Award  (to the  extent  your  termination  of  employment  qualified  for an
Applicable Portion under Section 3 above) in accordance with Section 5(b) below.

         b. If the actual Change of Control event:

              i    is a permissible distribution event under Section 409A of the
IRC or payment of the Award  promptly  upon such event is otherwise  permissible
under Section 409A of the IRC (including,  for the avoidance of doubt, by reason
of the  inapplicability  of  Section  409A of the IRC to the  Award),  then  the
applicable amount set forth under Section 5(a) above shall be paid to you by the
Company promptly following the Change of Control; or

                                      -2-

<PAGE>

              ii   is not a permissible distribution event under Section 409A of
the IRC and  payment  of the Award  promptly  upon such  event is not  otherwise
permissible  under Section 409A of the IRC, then the applicable amount set forth
under  Section  5(a) above  shall be paid to you by the Company  (together  with
interest thereon pursuant to Section 5(c) below) on the earliest to occur of:

                           (1) any  subsequent  date on which  you are no longer
         employed by the Company or any of its  Affiliates  for any reason other
         than termination by one of such entities for "Cause"  (provided that if
         you are determined by the Company to be a "specified  employee"  within
         the meaning of Section 409A of the IRC, six months from such date);

                           (2) any  other  date on  which  such  payment  or any
         portion thereof would be a permissible  distribution under Section 409A
         of the IRC; or

                           (3) Normal Payment Date.

         c. Upon any Change of Control,  to the extent any amounts are due to be
paid to you at a later date  pursuant  to Section  5(b)(ii)  above,  the Company
shall  promptly  following  the Change of Control set aside such amount for your
benefit in a "rabbi trust" that satisfies the requirements of Revenue  Procedure
92-64,  and on a monthly basis shall deposit into such trust interest in arrears
(compounded  quarterly  at the rate  provided  below)  until  such  time as such
amount,  together  with all  accrued  interest  thereon,  is paid to you in full
pursuant  to Section  5(b)(ii)  above.  The initial  interest  rate shall be the
average of the one-year  LIBOR fixed rate  equivalent  for the ten business days
prior to the date of the Change of Control and shall  adjust  annually  based on
the average of such rate for the ten business days prior to each  anniversary of
the Change of Control.

         For  purposes  of  this  Agreement,   "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 (i) 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 defined  below) or (ii)
after any fiscal  year of the  Company in which all the  systems  referred to in
clause (i) 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.

         For purposes of this Agreement, "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,

                                      -3-

<PAGE>

Middlesex,  Mercer,  Monmouth,  Essex and  Ocean in New  Jersey;  (iii)  Pike in
Pennsylvania; and (iv) Fairfield and New Haven in Connecticut.

6.  Relationship with Competitive  Entities.  In the event you shall voluntarily
terminate your  employment on or after  ___________  such that you are no longer
employed  by the  Company  or  one  of its  Affiliates  or  your  employment  is
terminated at any time by the Company or one of its  Affiliates  for Cause,  you
shall not become  employed  by,  consult to, or have any  interest,  directly or
indirectly,   in  any  Competitive  Entity  from  the  effective  date  of  such
termination of your employment through the one-year  anniversary of your receipt
or  scheduled  receipt  of  the  Award  or any  portion  thereof.  If you  shall
voluntarily  terminate your  employment  such that you are no longer employed by
the Company or one of its Affiliates,  and  subsequently  breach the restriction
contained  in the  immediately  preceding  sentence,  you shall  within ten (10)
business  days  thereof  pay the  Company,  as  liquidated  damages and not as a
penalty,  an  amount  equal to (i) the  Award or  portion  paid to you plus (ii)
interest at a rate equal to the lesser of (a) twelve  percent (12%) per annum or
(b) the maximum interest rate permitted by applicable law, compounded quarterly,
calculated  from the date the Award or portion  thereof  was paid until the date
such payment to the Company is made.

         For purposes of this Agreement,  a "Competitive  Entity" shall mean (1)
any company that competes  (including,  without  limitation,  by means of direct
broadcast  satellite) with any of the Company's cable  television,  telephone or
on-line data businesses in the New York City  Metropolitan Area or that competes
(including,  without  limitation,  by means of direct  broadcast  satellite or a
fiber optic or other  network) 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

                                      -4-

<PAGE>

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.  Termination.  Except for a right  which has  accrued to receive a payment on
account of the Award, this Agreement shall automatically  terminate and be of no
further  force and  effect  on the  Normal  Payment  Date.  Notwithstanding  the
foregoing, Section 6 shall survive the termination of this Agreement.

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

9. Unfunded  Obligation.  The Plan will at all times be unfunded and,  except as
set forth in Section 5(c) of this  Agreement,  no provision  will at any time be
made  with  respect  to  segregating  any  assets of the  Company  or any of its
Affiliates  for  payment  of any  benefits  under the Plan,  including,  without
limitation,  those covered by this Agreement.  Your right or that of your estate
to receive payments under this Agreement shall be an unsecured claim against the
general assets of the Company, including any rabbi trust established pursuant to
Section  5(c).  Neither you nor your estate  shall have any rights in or against
any specific assets of the Company other than the assets held by the rabbi trust
established pursuant to Section 5(c).

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 Award.  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 Award,  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 8 of the Plan.

11.  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 "Employee-Owed  Amount") under Section 6 above, then the Company
shall have the right to offset the  Employee-Owed  Amount, to the maximum extent
permitted  by law,  against any amount you may be  entitled to receive  from the
Company or any of its Affiliates  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).

12. 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.

                                      -5-

<PAGE>

13. 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.

14. 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.

15. Award Subject to the Plan. The Award and all other amounts payable hereunder
are subject to the Plan.

16. 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 Award  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 Award  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.

17. 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.

18.  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.

19.  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 the Plan, 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.

20.  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.

21. 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.

22. Exclusion from  Compensation  Calculation.  By acceptance of this Agreement,
you shall be considered in agreement that the Award 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

                                      -6-

<PAGE>

to be in agreement  that the Award shall 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.

23. 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.

24.  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.

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

26. 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:





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<PAGE>


                                     ANNEX 1
                            [PERFORMANCE OBJECTIVES]
















                                      -8-