UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

MEDIACOM COMMUNICATIONS CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware		0-29227		06-1566067
(State of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

100 Crystal Run Road
Middletown, New York 10941
(Address of principal executive offices)

Registrant’s telephone number: (845) 695-2600

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On February 26, 2009, the Compensation Committee of Mediacom Communications Corporation (the “Registrant”) approved the compensation arrangements of the Registrant’s named executive officers (the “Named Executive Officers”) as follows:

Annual Base Salary

     Based on the recommendation of the Chairman and Chief Executive Officer, the Compensation Committee determined that no salary increase will be awarded to the Chairman and Chief Executive Officer in 2009, who last received a salary increase in 2006.

     Based on the recommendation of the Chairman and Chief Executive Officer, the Compensation Committee also determined that no salary increases will be awarded to the other Named Executive Officers in 2009.

Bonus

     The Compensation Committee approved for the Named Executive Officers the following bonus payments for their performance in 2008:

Rocco B. Commisso		$	1,275,000
Mark E. Stephan		$	165,000
John G. Pascarelli		$	165,000
Italia Commisso Weinand		$	125,000
Joseph E. Young		$	125,000

Stock Option Grants

     The Compensation Committee approved for the Named Executive Officers the following stock option grants under the Registrant’s 2003 Incentive Plan for their performance in 2008 at an exercise price of $3.95 per share, which was the closing price of the Registrant’s Class A common stock on February 26, 2009:

Rocco B. Commisso			510,000	(1)
Mark E. Stephan			102,000	(2)
John G. Pascarelli			102,000	(2)
Italia Commisso Weinand			59,000	(2)
Joseph E. Young			59,000	(2)

Restricted Stock Unit Grants

     The Compensation Committee approved for the Named Executive officers the following restricted stock unit grants under the Registrant’s 2003 Incentive Plan for their performance in 2008:

Rocco B. Commisso			290,000	(1)
Mark E. Stephan			60,000	(2)
John G. Pascarelli			55,000	(2)
Italia Commisso Weinand			32,000	(2)
Joseph E. Young			32,000	(2)

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 2, 2009