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MEDIACOM COMMUNICATIONS
CORPORATION
DIRECTOR STOCK OPTION
Under The
NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN
Mediacom
Communications Corporation, a Delaware corporation (the
“Company”), hereby grants to
(the
“Optionee”) an option (the “Option”) to
purchase a total of
shares of the Company’s Class A Common Stock, par value
$.001 per share (the “Optioned Shares”), at the price
determined as provided herein, and in all respects subject to the
terms of the Company’s Non-Employee Directors Equity
Incentive Plan (as amended from time to time in accordance with its
terms, the “Plan”), which is incorporated herein by
reference. Unless otherwise defined herein, capitalized terms are
intended to have the meanings given to them in the Plan.
1.
Nature of the Option . The Option is a nonstatutory option
and is not intended to qualify as an “incentive stock
option,” as that term is defined in Section 422 of the
Internal Revenue Code of 1986, as amended. Except as otherwise
expressly provided in this Agreement, the Option and its vesting
and exercise are subject to all applicable terms of the Plan. This
instrument constitutes the “Award Agreement” for the
Option contemplated by the Plan.
2.
Option Price . The Option Price is
for each Optioned
Share.
3.
Grant Date . The Grant Date of the Option is
.
4.
Term of Option . The Option and the Option Term shall expire
and terminate on the tenth anniversary of the Grant Date, unless
sooner terminated in accordance with this Agreement or the
Plan.
5.
Vesting and Exercisability . Subject to the terms of the
Plan, the Option shall become vested and exercisable cumulatively
in two equal installments of [
] Optioned Shares each
on the first and second anniversaries of the Grant Date, provided
that no Termination of Affiliation occurs before the relevant
anniversary date. To the extent the Option is vested and
exercisable immediately before the Optionee’s Termination of
Affiliation (or on account of Termi
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