MEDIACOM COMMUNICATIONS
CORPORATION
AGREEMENT , dated as of
(the “Award Date”), between Mediacom Communications
Corporation, a Delaware corporation (the “Company”),
and
(the “Optionee”).
WHEREAS, the Board of Directors of the Company (the
“Board”) recognizes the need to retain the services of
qualified, reliable employees and believes that it is in the best
interest of the Company to provide additional forms of compensation
to such employees to secure their continued services to the
Company; and
WHEREAS , the Board has adopted the Mediacom
Communications Corporation 2003 Incentive Plan (the
“Plan”), which authorizes the grant of options to
purchase shares of common stock, $.01 par value, of the Company to
officers and employees of the Company or a Subsidiary Corporation
(as defined in Section 6.4(h) of the Plan) (the Company and
the Subsidiary Companies are collectively referred to herein as the
“Mediacom Companies” and individually as a
“Mediacom Company”) on such terms and conditions as
specified in the award agreement; and
WHEREAS , the Compensation Committee of the Board (the
“Committee”) has determined that it would be in the
best interests of the Company to grant the options provided for
herein;
NOW,
THEREFORE , the parties
hereto hereby agree as follows:
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1.
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Grant of Option
. Subject to the terms
and conditions of the Plan and this Agreement, the Company hereby
grants to the Optionee, as of the date hereof, an option (the
“Option”) to purchase from the Company all or any part
of an aggregate number of
shares of the Class A Common Stock, $0.01 par value per share,
of the Company (the “Optioned Shares”).
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2.
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Vesting of Right to Exercise
Option .
Subject to such restrictions and limitations as are provided in the
Plan and as are set forth in this Agreement, the Option shall
become vested and exercisable on the dates and at the per share
prices (“Option Price”) set forth below, and the
Optionee shall have the right hereunder to purchase from the
Company the indicated number of Optioned Shares upon exercise of
the Option, on and after such dates, in cumulative
fashion:
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Cumulative Number
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Cumulative Number
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of Incentive
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of Non-Qualified
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Option
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Optioned Shares
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Optioned Shares
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Price
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1st Anniversary of Award Date
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0
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2nd Anniversary of Award Date
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0
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3rd Anniversary of Award Date
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0
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4th Anniversary of Award Date
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0
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Subject to Sections 6.4(e) and
6.4(h) of the Plan, those (and only those) Optioned Shares
indicated above as “Incentive Optioned Shares” are
intended by the parties hereto to be, and shall be treated as,
“incentive stock options” (as such term is defined
under Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”)).
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To
the extent that this Option is vested and exercisable in accordance
with the terms of the Plan and this Agreement as of any particular
date, the Optioned Shares that may be purchased as of such date are
referred to as “Vested Shares” and to the extent that
the Option is not vested and exercisable on such date, the Optioned
Shares that may not be purchased as of such date, are referred to
as “Unvested Shares.”
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3.
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Term and Termination of
Option .
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(a)
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Expiration . Subject to the earlier termination
in accordance with this Section 3, the Option to the extent
not previously exercised, shall terminate and become null and void
on the tenth anniversary of the Award Date (the “Expiration
Date”).
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(b)
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Termination of Employment
. Subject to the
provisions of Section 4 or 8 below, if the Optionee ceases to
be an employee of any Mediacom Company (a “Termination of
Employment”), the Option shall terminate and become null and
void as provided below:
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(i)
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Voluntary Termination of Employment
by Optionee . Upon the Optionee’s
voluntary Termination of Employment for any reason other than
Disability or for “Good Reason” (as defined in
subsection (c)(iii) below):
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(A)
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The
Option shall terminate and become null and void as to all Unvested
Optioned Shares immediately upon the Optionee’s Termination
of Employment and such Option may not be exercised for such
Unvested Shares at any time thereafter; and
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(B)
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To
the extent that the Option is vested and exercisable as of the
Optionee’s Termination of Employment, it shall continue to be
exercisable with respect to the Vested Shares until the earlier of
(x) the ninety-first (91st) day after the Optionee’s
Termination of Employment or (y) the Expiration Date, at which
time the Option shall terminate and become null and void as to all
Vested Shares, if any, not previously purchased in accordance with
this Agreement and the Plan.
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(ii)
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Termination Upon Death or
Disability .
If the Optionee has a Termination of Employment due to the
Optionee’s death or Disability, the Option shall become fully
vested and exercisable with respect to all Optioned Shares
immediately upon such Termination of Employment due to death or
Disability and the Option shall continue to be exercisable until
the earlier of (x) the first anniversary of Optionee’s
Termination of Employment or (y) the Expiration Date, at which
time the Option shall terminate and become null and void as to all
Vested Shares, if any, not previously purchased in accordance with
this Agreement and the Plan.
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For
so long as the Option remains exercisable under this paragraph
(ii), the Option may be exercised, (x) in the case of
Disability, by the Optionee or Optionee’s legal
representative(s) or, (y) in the case of the Optionee’s
death, by the executor of the Optionee’s estate, the
beneficiary(ies) designated by the Optionee, in writing delivered
to
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Page 2 of 11
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the
Secretary of the Company, or if the Optionee has not designated any
beneficiary(ies) by the person(s) who acquire the right to exercise
the Option by operation of the Optionee’s will or by
applicable laws of descent and distribution.
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(iii)
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Termination for Cause
. If the
Optionee’s employment is terminated by any Mediacom Company
for Cause (as defined in subsection (c)(i) below), the Option shall
immediately terminate and become null and void as to all Unvested
Shares and all Vested Shares not previously purchased in accordance
with this Agreement and the Plan and such Option may not be
exercised for any Optioned Shares at any time
thereafter.
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(iv)
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Termination of Employment by the
Company Without Cause . Except as provided in paragraph
(vi) below (pertaining to Termination of Employment following
a Change of Control), in the event of Optionee’s Termination
of Employment by the Mediacom Companies for reasons other than
Cause, a portion of the unvested Option shall immediately vest and
become exercisable upon such Termination of Employment. The number
of additional Optioned Shares that are subject to the portion of
the Option that vests and becomes exercisable pursuant to the
preceding sentence shall equal the product of (i) the
aggregate number of Unvested Shares immediately prior to such
Termination of Employment that would have become Vested Shares on
the next anniversary of the Award Date had the Optionee remained in
continuous employment with the Mediacom Companies through such date
multiplied by (ii) a fraction, the numerator of which is the
number of days that have elapsed from the immediately preceding
anniversary of the Award Date to the date of Grantee’s
Termination of Employment for Cause. Any fractional shares of
Vested Shares will be rounded up to the nearest whole
share.
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(A)
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To
the extent that the Option is vested and exercisable as of the
Optionee’s Termination of Employment (including pursuant to
this paragraph), it shall continue to be exercisable for such
Vested Shares until the earlier of (x) the first anniversary of
Optionee’s Termination of Employment or (y) the
Expiration Date, at which time the Option shall terminate and
become null and void with respect to all Vested Shares, if any, not
previously purchased in accordance with this Agreement and the
Plan.
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(B)
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The
Option shall terminate and become null and void as to all Unvested
Shares (excluding any Optioned Shares that vest pursuant to this
paragraph) immediately upon the Optionee’s Termination of
Employment and such Option may not be exercised for such Unvested
Shares at any time thereafter.
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(v)
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Termination of Employment by the
Grantee for Good Reason . Except as provided in paragraph
(vi) below (pertaining to Termination of Employment following
a Change of Control), in the event Optionee has a voluntary
Termination of Employment for Good Reason (as defined in subsection
(c)(iii) below), a portion of the unvested Option shall immediately
vest and become exercisable upon such Termination of Employment.
The number of additional Optioned Shares that are subject to the
portion of the Option that vests and becomes exercisable pursuant
to the preceding sentence shall equal the product of (i) the
aggregate number of Unvested Shares immediately prior to such
Termination of Employment that would have become Vested Shares on
the next anniversary of the Award Date had the Optionee remained in
continuous employment with the Mediacom Companies through such date
multiplied by (ii) a fraction, the numerator of which is the
number of days that have elapsed from the immediately preceding
anniversary of the Award Date to the date of Grantee’s
Termination of Employment for Cause. Any fractional shares of
Vested Shares will be rounded up to the nearest whole
share.
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Page 3 of 11
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(A)
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To
the extent that the Option is vested and exercisable as of the
Optionee’s Termination of Employment (including pursuant to
this paragraph), it shall continue to be exercisable for such
Vested Shares until the earlier of (x) the first anniversary of
Optionee’s Termination of Employment or (y) the
Expiration Date, at which time the Option shall terminate and
become null and void with respect to all Vested Shares, if any, not
previously purchased in accordance with this Agreement and the
Plan.
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(B)
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The
Option shall terminate and become null and void as to all Unvested
Shares (excluding any Optioned Shares that vest pursuant to this
paragraph) immediately upon the Optionee’s Termination of
Employment and such Option may not be exercised for such Unvested
Shares at any time thereafter.
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(vi)
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Termination of Employment Following
a Change of Control . Notwithstanding any contrary
provision of this Agreement or the Plan, but subject to
Section 4 below, the Option shall become fully vested and
exercisable, and all Optioned Shares shall become fully vested and
available for purchase in accordance with the provisions of this
Agreement, as of the date of Optionee’s Termination of
Employment if (x) during the one year period following a
Change of Control (as defined in subsection (c)(ii) below) the
Optionee has a voluntary Termination of Employment for Good Reason
or a Termination of Employment by the Mediacom Companies for
reasons other than Cause and (y) such Termination of
Employment occurs at a time when Rocco B. Commisso is not the Chief
Executive Officer of the Company (or its successor).
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(c)
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Definitions . For purposes of this Agreement,
the following terms shall have the following meaning:
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(i)
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Cause . “Cause” shall exist
when the Committee (or, in the case of an Optionee who is not an
executive officer, when the Chief Executive Officer of the Company)
determines in good faith that the Optionee has:
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(A)
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committed a criminal act punishable
as a felony or a misdemeanor involving fraud, dishonesty or moral
turpitude; or
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(B)
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willfully violated any material law
or regulation applicable to the Company or any of its Affiliates
(as defined in the Plan) or any predecessor in interest to any
cable system or business of the Company or any of its Affiliates (a
“predecessor”), including, without limitation, any law
or regulation relating to the trading in securities of the Company
or any Affiliate or predecessor); or
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(C)
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used for his or her own benefit or
disclosed to any person information concerning any Mediacom Company
that is confidential and proprietary to such Mediacom Company
(including, but not limited to, information concerning financial
matters, customers and vendors, employees and other personnel,
relationships with industry executives and advisors, business
methods and systems, and business operational plans, policies and
directions) unless (x) disclosure of such information is compelled
by applicable law or governmental agency, provided that to the
extent not prohibited from so doing under applicable law, the
Optionee must give the Mediacom Companies prior written notice of
the information to be so disclosed or (y) the Optionee had a
reasonable and good faith belief that such disclo
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