EX-10.12.C






Exhibit 10.12(c)




MEDIACOM COMMUNICATIONS CORPORATION




DIRECTOR RESTRICTED STOCK UNITS

Under The

NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN




Mediacom
Communications Corporation, a Delaware corporation (the
“Company”), hereby grants to       
(the “Grantee”), an award (the “Award”) of        restricted stock units (the
“Units”) in accordance with and subject to the terms of the Company’s Non-Employee Directors Equity
Incentive Plan (as amended from time to in accordance with its terms, the “Plan”), which is
incorporated herein by reference. Unless otherwise defined herein, capitalized terms are intended
to have the meanings given to them in the Plan. The Grant Date for this Award is       .



Subject to the terms of the Plan, the Units shall become vested in two equal installments of
       Units each on the first and second anniversaries of the Grant Date, provided that no
Termination of Affiliation occurs before the relevant anniversary date. In addition, if
Termination of Affiliation occurs by reason of death or disability (as provided in Section
5.3(c)(i) of Plan), all unvested Units will become immediately vested and nonforfeitable. To the
extent that the Units are not vested at the time of the Grantee’ Termination of Affiliation for any
reason other than death or disability, the unvested Units will be forfeited immediately upon
Termination of Affiliation as provided in Section 5.3(c)(ii).



As soon as practicable following the Grantee’s vesting in a Unit, the Company shall deliver to
the Grantee or his legal or personal representative one share of the Class A Common Stock, par
value $0.01 per share of the Company (a “Share”) in settlement of such vested Unit and such vested
Unit shall thereafter be cancelled and terminated. Without limiting the generality of the preceding
sentence, vesting of Units and delivery of the Shares issuable upon vesting of Units are subject to
Sections 10.5 and 10.9 of the Plan.



The Units do not represent any interest in the Company or entitle the grantee to any
consideration, benefits or rights, other than as expressly granted pursuant to this Award Agreement
and the Plan. The sale, pledge or other transfer or disposition of the Units or any interest
therein is restricted as provided in Section 5.4 of the Plan.



This instrument shall be governed by, construed and enforced in accordance with the internal
laws of the State of Delaware, notwithstanding any different choice of law that would otherwise be
mandated by the laws of that state or any other jurisdiction. This instrument and the Plan
constitute the entire agreement of the Company and the Grantee with regard to the subject matter
hereof and all written or oral agreements, representations, warranties, promises or covenants, if
any, previously existing between the parties with respect to such subject matter are canceled.
Subject to the restrictions on transfer set forth in the Plan, this instrument shall be binding
upon Grantee and his or her heirs, legatees, executors, administrators, legal representatives and
permitted assigns. No modification of this instrument shall be binding upon the Company unless
made by means of a writing signed by the Chief Executive Officer of the Company that specifically
states that is the intention of the Company to modify this instrument in the manner expressly
provided therein.



IN WITNESS WHEREOF, this instrument has been executed and delivered by the Company as of the
Grant Date.



	 	 	 	 	 	 	 
	 	 	Mediacom Communications Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:

Title:
	 	 

Rocco B. Commisso

Chairman and Chief Executive Officer
	 	 






The undersigned acknowledges receipt of a copy of the Plan, represents that he or she is
familiar with its terms and accepts this Award subject to all of its terms. The undersigned agrees
to accept as binding, conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan or this instrument.



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name: