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MEDIACOM COMMUNICATIONS
CORPORATION
DIRECTOR RESTRICTED STOCK
UNITS
Under The
NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN
Mediacom
Communications Corporation, a Delaware corporation (the
“Company”), hereby grants to
(the
“Grantee”), an award (the “Award”) of
restricted stock units
(the “Units”) in accordance with and subject to the
terms of the Company’s Non-Employee Directors Equity
Incentive Plan (as amended from time to 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. The Grant
Date for this Award is
.
Subject to the
terms of the Plan, the Units shall become vested in two equal
installments of Units
each on the first and second anniversaries of the Grant Date,
provided that no Termination of Affiliation occurs before the
relevant anniversary date. In addition, if Termination of
Affiliation occurs by reason of death or disability (as provided in
Section 5.3(c)(i) of Plan), all unvested Units will become
immediately vested and nonforfeitable. To the extent that the Units
are not vested at the time of the Grantee’ Termination of
Affiliation for any reason other than death or disability, the
unvested Units will be forfeited immediately upon Termination of
Affiliation as provided in Section 5.3(c)(ii).
As soon as
practicable following the Grantee’s vesting in a Unit, the
Company shall deliver to the Grantee or his legal or
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