COMPENSATION AGREEMENT



 




Exhibit 10.1

Mediacom Communications Corporation

100 Crystal Run Road

Middletown, NY 10941




December 28, 2003



Rocco B. Commisso

Chairman and Chief Executive Officer

Mediacom Communications Corporation

100 Crystal Run Road

Middletown, NY 10941



Dear Mr. Commisso:



     This letter will confirm that the Compensation Committee (the “Committee”)
of the Board of Directors of Mediacom Communications Corporation (“Mediacom” or
“Company”) has approved the following compensation for services rendered or to
be rendered by you in all capacities to Mediacom during calendar year 2003,
effective as of January 1, 2003, unless otherwise stated:



     1. Salary: Mediacom will pay you base salary at the rate of $800,000 per
annum (“2003 Salary”), retroactively to January 1, 2003. Promptly after the
date of this letter, Mediacom will pay you the excess of the amount payable to
date at such rate over the amount of salary payments actually made to you since
January 1, 2003. Your salary will continue at the above per annum rate until
adjusted by the Committee.



     2. Stock Option Award: The Committee has approved the award to you of
stock options to purchase 450,000 shares of Mediacom’s Class A Common Stock
under Mediacom’s 2003 Incentive Plan (the “Plan”), with an award date (the
“Award Date”) that is as soon as practicable after the date of this letter,
with an exercise price equal to the closing price of the Class A Common Stock
on the Nasdaq Stock Market on the last trading day immediately before the Award
Date. The options will automatically convert to options to purchase 450,000
shares of Mediacom’s Class B Common Stock should your options to purchase
6,855,669 shares of Class B Common Stock currently outstanding, and granted
outside Mediacom’s 1999 Stock Option Plan, expire unexercised. The award will
vest in three equal installments on the first, second and third anniversaries
of the Award Date. Otherwise, the terms of the options will be substantially
the same as those in the form of agreement for option awards to executive
officers approved by the Board.



     3. Bonus Compensation: You will be entitled to receive a cash Annual
Incentive Award for 2003 (“Bonus”). You will potentially earn a Bonus up to
150% of your 2003 Salary based upon the Committee’s evaluation of your
performance. Your Bonus will be payable not later than the end of March 31,
2004.



     4. Fringe Benefits Allowance. You will have an allowance of $100,000 for
the year (retroactive to January 1, 2003) to cover the costs and expenses of
fringe benefits, other than those to which you from time to time may be
entitled under paragraph 5




 









 








 2


below. You have the discretion to determine the items for which you will use
the allowance. For example, and without limitation, you may elect to apply the
allowance to the costs of an automobile for personal use, country club or other
memberships, personal estate, tax or financial planning or other items for the
personal benefit of you or your family members or guests or other designees or
any tax liability because of use or receipt of the allowance. The allowance may
be applied to direct payment by Mediacom for fringe benefits, to reimbursement
for costs of fringe benefits you personally pay or to offset any amount that
you are properly billed by Mediacom for personal use of a company car, the
company airplane or other corporate assets. For this purpose, unless otherwise
agreed by you, personal use of corporate assets will be valued in the manner
currently used by Mediacom to determine the amount of compensation income to
attribute to such usage for federal income tax purposes. The Company will take
appropriate actions (such as leasing or purchasing an automobile) reasonably
necessary or desirable to reflect the choices that you make. The allowance is
in addition to the salary, bonus and other compensation and benefits to which
you from time to time may be entitled hereunder. Your right to be reimbursed
for business-related expenses is separate and you are not required to apply the
allowance to any such expenses. For the sake of certainty and without limiting
the generality of the foregoing, you will continue to be entitled to personal
use of a Company-provided automobile of a class comparable to past practice and
you and your family members will continue to be entitled to reasonable personal
use of the Company-owned aircraft that does not interfere with Company business
use, provided that such personal usage is charged against the allowance as
provided above.




     5. Expense Reimbursement; Other Benefits. You will continue to be
entitled to reimbursement for all reasonable business expenses in accordance
with Mediacom’s practices and policies, to paid vacation and to participation
in all compensation, health, medical, life and other insurance plans and
programs, stock option, stock appreciation and other stock or stock-based plans
and other benefit programs, plans and practices, in accordance with their
terms, which Mediacom generally makes available to its senior executives.



     6. Death or Disability. In the event of your death, Mediacom will pay or
provide for payment to your estate, heirs or legal representatives of
$4,000,000. In the event your employment is terminated by Mediacom due to
permanent disability, as determined by Mediacom in good faith, you shall
receive $4,000,000, payable over two years in equal monthly installments,
reduced by any payments made to you under Mediacom’s disability plans or
programs.


	 	 	 	 	 
	 	MEDIACOM COMMUNICATIONS CORPORATION
 


 	 
	 	By:  	
/s/ Natale S. Ricciardi	 
	 	 	Natale S. Ricciardi: 	 
	 	 	For the Compensation Committee