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 Date of Report (Date of earliest event reported): March 1, 2006 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: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On March 1, 2006, the Compensation Committee of Mediacom Communications Corporation (the "Registrant") approved the compensation arrangements of the Registrant's named executive officers serving in such capacity as of December 31, 2005 (the "Named Executive Officers"). ANNUAL BASE SALARY The Compensation Committee approved for the Named Executive Officers the following base salaries, effective January 1, 2006. Mark E. Stephan Executive Vice President and Chief $ 295,000 Financial Officer John G. Pascarelli Executive Vice President, Operations $ 285,000 Italia Commisso Weinand Senior Vice President, Programming and $ 230,000 Human Resources Joseph E. Young Senior Vice President, General Counsel $ 230,000 and Secretary Annually, each Named Executive Officer will have the choice to use a Registrant-owned/leased automobile or receive a $10,000 benefit allowance. BONUS The Compensation Committee approved for the Named Executive Officers the following bonus payments for performance in 2005. Mark E. Stephan Executive Vice President and Chief $ 60,000 Financial Officer John G. Pascarelli Executive Vice President, Operations $ 50,000 Italia Commisso Weinand Senior Vice President, Programming and $ 40,000 Human Resources Joseph E. Young Senior Vice President, General Counsel $ 40,000 and Secretary 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 performance in 2005 at an exercise price of $5.66 per share, which was the closing price of the Registrant's Class A common stock on March 1, 2006. The options are subject to vesting in four equal annual installments, commencing on March 1, 2007, and expire on February 29, 2012. Mark E. Stephan Executive Vice President and Chief 30,000 Financial Officer John G. Pascarelli Executive Vice President, Operations 30,000 Italia Commisso Weinand Senior Vice President, Programming and 20,000 Human Resources Joseph E. Young Senior Vice President, General Counsel 20,000 and Secretary
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. The restricted stock units are subject to vesting in four equal annual installments, commencing on March 1, 2007. Mark E. Stephan Executive Vice President and Chief 12,000 Financial Officer John G. Pascarelli Executive Vice President, Operations 12,000 Italia Commisso Weinand Senior Vice President, Programming and 9,000 Human Resources Joseph E. Young Senior Vice President, General Counsel 9,000 and Secretary
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 7, 2006 Mediacom Communications Corporation By: /s/ Mark E. Stephan -------------------------------------- Mark E. Stephan Executive Vice President and Chief Financial Officer