Termination of Affiliation Uses in Vesting and Exercisability Clause

Vesting and Exercisability from Equity Incentive Plan

Mediacom Communications Corporation, a Delaware corporation (the Company), hereby grants to (the Optionee) an option (the Option) to purchase a total of shares of the Companys Class A Common Stock, par value $.001 per share (the Optioned Shares), at the price determined as provided herein, and in all respects subject to the terms of the Companys Non-Employee Directors Equity Incentive Plan (as amended from time to time 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.

Vesting and Exercisability. Subject to the terms of the Plan, the Option shall become vested and exercisable cumulatively in two equal installments of [ ] Optioned Shares each on the first and second anniversaries of the Grant Date, provided that no Termination of Affiliation occurs before the relevant anniversary date. To the extent the Option is vested and exercisable immediately before the Optionees Termination of Affiliation (or on account of Termination of Affiliation due to death or disability as provided in Section 5.3(a)(i) of the Plan), the Option shall be remain exercisable for the period specified in Section 5.3(a) of the Plan. To the extent that the Option is not vested and exercisable immediately prior to the Optionees Termination of Affiliation, the Option will be forfeited immediately upon Termination of Affiliation as provided in Section 5.3(a).