Insight Rejiggers COO's Pay Package


Insight Communications Co. Inc. president and chief operating officer Kim
Kelly will be repaying a $9.6 million company loan as part of her new
compensation package announced Friday.

Under the new pact, Kelly will repay the loan by selling back Insight shares
she owns. The loan was granted in 1999 to meet Kelly's tax-withholding
requirements related to Insight shares she received during the company's initial
public offering.

In return, Kelly will receive an equity award and, once long-term vesting
provisions are met, she will end up on a roughly equal financial footing as she
has now. Kelly will receive restricted shares each year for five years, and she
will be given a fair-market-value option to vest in 120,000 shares during that
time period, plus an additional 300,000 option shares vested after nine

With that complete, Insight won't have to record compensation expenses from
forgiving the loan or any related tax gross-ups. Instead, it will record only
expenses racked up during the equity award's share-vesting period.

Kelly, who joined Insight in 1990 as executive vice president and chief
financial officer, became COO in 1998. Earlier this year, she handed over her
CFO duties to Dinni Jain.