Award of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right is an Award entitling the recipient to receive shares of Stock having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have been exercised.

Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each SAR, including but not limited to: # whether the SAR is granted independently of an Option or in tandem with an Option; # the grant date, which may not be any day prior to the date that the Administrator approves the grant; # the number of Shares to which the SAR relates; # the grant price, which may never be less than the Fair Market Value of the Shares subject to the SAR as determined on the date of grant; # the terms and conditions of exercise or maturity, including vesting; # the term, provided that an SAR must terminate no later than ten (10) years after the date of grant; and # whether the SAR will be settled in cash, Shares or a combination thereof.

Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants on the following terms and conditions:

STOCK APPRECIATION RIGHTS. The Committee may grant Stock Appreciation Rights to Employees, Consultants or Non-Employee Directors. The terms and conditions of Stock Appreciation Rights, including the vesting and exercise provisions, shall be set forth in an Award Agreement. A Stock Appreciation Right may be granted # if unrelated to an Option, at any time, or # if related to an Option, either at the time of grant or at any time thereafter during the term of the Option. The exercise price of any Stock Appreciation Right shall be not less than the Fair Market Value of the Common Stock on the grant date of the Award.

Stock Appreciation Rights. The Committee may grant Stock Appreciation Rights to any Eligible Person (a “Freestanding Stock Appreciation Right”), upon such terms and conditions as the Committee may establish in its sole discretion, not inconsistent with the provisions of the Plan, including the following:

Stock Appreciation Rights. A SAR represents the right to receive a payment in cash, Common Stock, or a combination thereof, in an amount equal to the excess of the Fair Market Value of a specified number of shares of Common Stock at the time the SAR is exercised over the exercise price of such SAR, which shall be no less than one hundred percent (100%) of the Fair Market Value of the same number of shares at the time the SAR was granted. Except as otherwise provided in this Section 7(b), SARs shall be subject to the terms, conditions, restrictions and limitations determined by the Committee, in its sole discretion, from time to time. A SAR may only be granted to an Eligible Recipient to whom an Option could be granted under the Plan.

Stock Appreciation Rights. Subject to the approval of the Compensation Committee of the Board of Directors, you will receive a grant of 2,000 stock appreciation rights under the Amended and Restated Cable One, Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”). This grant will vest in four equal installments on the first four anniversaries of the grant date, provided you remain employed with Cable One through each vesting date, except as otherwise provided in your award agreement. As provided by the Plan, the exercise price of your stock appreciation rights shall not be less than 100 percent of the fair market value of one share of our stock as of the grant date.

Stock Appreciation Rights Award Agreement

8.5LIMITED STOCK APPRECIATION RIGHTS. The Committee may, in its sole discretion, grant Tandem and Non-Tandem Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon a Change in Control (to the extent provided in an Award agreement granting such Limited Stock Appreciation Rights) or the occurrence of such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award agreement, the Participant shall receive in cash or Common Stock, as determined by the Committee, an amount equal to the amount # set forth in [Section 8.2(d)] with respect to Tandem Stock Appreciation Rights or # set forth in [Section 8.4(d)] with respect to Non-Tandem Stock Appreciation Rights.

Stock Options and Stock Appreciation Rights. In the event of a Change in Control in which the Participant’s outstanding Stock Options or Stock Appreciation Rights granted under the Plan are continued, assumed or replaced as provided in Section 9.2, such Stock Options and Stock Appreciation Rights shall become immediately exercisable in full for a remaining term extending until the original expiration date of the applicable Stock Option or Stock Appreciation Right grant if, following the Change in Control, the Participant’s employment # is terminated by the Company or a Subsidiary without cause, or # is terminated by the Participant for Good Reason. For purposes of the Plan, the Committee or officers designated by the Committee shall have absolute discretion to determine whether a termination is for cause.