EXHIBIT 10.4

PERFORMANCE AWARD AGREEMENT
(Three-Year)

[Full Name of Employee]

[Address]

[February __, 2005]

Dear [First Name]:

        Pursuant to the Long-Term Incentive Plan (the “ Plan ”) of Cablevision Systems Corporation (the “ Company ”), you have been selected by the Compensation Committee of the Board of Directors (as defined in Section 12 below) to receive a contingent cash award (the “ Award ”) of _________________ Dollars ($_______) effective as of the close of business on February __, 2005 (the “ Effective Date ”).

        Capitalized terms used, but not defined, in this agreement (this “ Agreement ”) have the meanings given to them in the Plan. The Award is subject to the terms and conditions set forth below:

1.     Payment of Award. The Award will be paid to you on March 1, 2008 provided , that (i) the net revenue and adjusted operating cash flow performance objectives set forth on Annex 1 hereto (the “ Objectives ”) have been attained and (ii) you have remained in the continuous employ of the Company or one of its Affiliates from the Effective Date through March 1, 2008.

2.     Termination for Cause and Certain Other Employment Termination Events Prior to July 1, 2006. If (i) the Company or one of its Affiliates terminates your employment for Cause (as defined below) at any time or (ii) prior to July 1, 2006 you are no longer employed by the Company or one of its Affiliates for any reason, other than as a result of your death or Disability (as defined below), then you will automatically forfeit all of your rights and interest in the Award regardless of whether the Objectives are ultimately attained.

        For purposes of this Agreement, “ Cause ” means, as determined by the Committee, your (i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or breach of fiduciary duty against the Company or an Affiliate thereof, or (ii) commission of any act or omission that results in a conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any crime involving moral turpitude or any felony.

        For purposes of this Agreement, “ Disability ” shall have the meaning specified in Section 409A(a)(2)(C) of the Internal Revenue Code, as amended (the “IRC”).

3.     Employment Termination Events On or After July 1, 2006. If on or after July 1, 2006 you are no longer employed by the Company or one of its Affiliates for any reason, other than as a result of the termination of your employment by the Company or one of its Affiliates for Cause or by reason of your death or Disability, then on March 1, 2008 you will be paid the Applicable

Portion (as defined below) of the Award provided , that (i) the Objectives are attained; (ii) you have fully complied with all of your obligations set forth in this Agreement, including, without limitation, the covenants set forth in Section 6 below; and (iii) you have executed and delivered to the Company a separation agreement to the Company’s satisfaction (which agreement shall include, without limitation, non-disparagement, non-solicitation, confidentiality and further cooperation obligations/restrictions on you, as well as a general release by you of the Company and its Affiliates).

        For purposes of this Agreement, “ Applicable Portion ” means a dollar amount equal to eighteen thirty-sixths (18/36) of the Award if the effective date of the termination of your employment with the Company or one of its Affiliates is July 1, 2006, which amount shall thereafter increase by one thirty-sixth (1/36) on the first day of each subsequent calendar month (through and including January 1, 2008) that you remained in the continuous employ of the Company or one of its Affiliates through the effective date of the termination of your employment.

4.     Disability or Death. If at any time your employment with the Company or one of its Affiliates is terminated as a result of your Disability or death then you or your estate, as the case may be, will receive, promptly following the date of such termination, payment of the Award regardless of whether the Objectives have been attained.

5.     Change of Control Event. Notwithstanding anything to the contrary contained in this Agreement, if at any time a Change of Control (as defined below) of the Company occurs, whether or not the Objectives have been attained, you will be entitled to the following:

        a.    If immediately prior to the Change of Control:

                i    you are employed by the Company or one of its Affiliates, you shall be entitled to full payment of the Award in accordance with Section 5(b) below; or

                ii    you are not then employed by the Company or one of its Affiliates, you shall be entitled to full payment of the Applicable Portion of the Award (to the extent your termination of employment qualified for an Applicable Portion under Section 3 above) in accordance with Section 5(b) below.

        b.    If the actual Change of Control event:

                i    is a permissible distribution event under Section 409A of the IRC or payment of the Award promptly upon such event is otherwise permissible under Section 409A of the IRC (including, for the avoidance of doubt, by reason of the inapplicability of Section 409A of the IRC to the Award), then the applicable amount set forth under Section

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5(a) above shall be paid to you by the Company promptly following the Change of Control; or

                ii    is not a permissible distribution event under Section 409A of the IRC and payment of the Award promptly upon such event is not otherwise permissible under Section 409A of the IRC (including, for the avoidance of doubt, by reason of the inapplicability of Section 409A of the IRC to the Award), then the applicable amount set forth under Section 5(a) above shall be paid to you by the Company (together with interest thereon pursuant to Section 5(c) below) on the earliest to occur of:

        c.    Upon any Change of Control, to the extent any amounts are due to be paid to you at a later date pursuant to Section 5(b)(ii) above, the Company shall promptly following the Change of Control set aside such amount for your benefit in a “rabbi trust” that satisfies the requirements of Revenue Procedure 92-64, and on a monthly basis shall deposit into such trust interest in arrears (compounded quarterly at the rate provided below) until such time as such amount, together with all accrued interest thereon, is paid to you in full pursuant to Section 5(b)(ii) above. The initial interest rate shall be the average of the one-year LIBOR fixed rate equivalent for the ten business days prior to the date of the Change of Control and shall adjust annually based on the average of such rate for the ten business days prior to each anniversary of the Change of Control.

        For purposes of this Agreement, “ Change of Control ” means the acquisition, in a transaction or a series of related transactions, by any person or group, other than Charles F. Dolan or members of the immediate family of Charles F. Dolan or trusts for the benefit of Charles F. Dolan or his immediate family (or an entity or entities controlled by any of them) or any employee benefit plan sponsored or maintained by the Company, of (i) the power to direct the management of substantially all the cable television systems then owned by the Company in the New York City Metropolitan Area (as defined below) or (ii) after any fiscal year of the Company in which all the systems referred to in clause (i) above shall have contributed in the aggregate less than a majority of the net revenues of the Company and its consolidated