PEGASUS COMMUNICATIONS CORPORATION
EXECUTIVE INCENTIVE PLAN
The purpose of the Pegasus Communications Corporation Executive Incentive Plan (the "Plan") is to provide an
incentive for corporate officers and other key employees who are in a position to contribute materially to the
success of the Corporation and its subsidiaries.
The following terms, as used herein, will have the meaning specified:
(a) "Award" means an incentive payment made pursuant to the Plan.
(b) "Award Year" means the nine-month period beginning April 1, 2001 and ending December 31, 2001, and
calendar years thereafter.
(c) "Board" means the Board of Directors of the Corporation as it may be comprised from time to time.
(d) "Cause" means (i) a felony conviction of a Participant; (ii) the commission by a Participant of an act of fraud
or embezzlement against the Corporation and/or a Subsidiary; (iii) willful misconduct or gross negligence
materially detrimental to the Corporation and/or a Subsidiary; (iv) the Participant's continued failure to implement
reasonable requests or directions arising from actions of the Board after thirty (30) days' written notice to the
Participant; (v) the Participant's wrongful dissemination or use of confidential or proprietary information; (vi) the
intentional and habitual neglect by the Participant of his or her duties to the Corporation and/or a Subsidiary; or
(vii) any other reasons consistent with the Corporation's and/or a Subsidiary's policies and procedures regarding
dismissals as they are adopted and implemented from time to time.
(e) "Code" means the Internal Revenue Code of 1986, as amended, and any successor statute, and the
regulations promulgated thereunder.
(f) "Committee" means the committee appointed to administer the Plan, as provided in Section 4.
(g) "Corporation" means Pegasus Communications Corporation, or any successor corporation.
(h) "Covered Employee" means a covered employee within the meaning of Code Section 16