1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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the Effective Time, Parent shall cause to be delivered to each holder of an outstanding Director Option an appropriate notice setting forth such holder's rights pursuant thereto, and such Director Options (as adjusted to the extent provided herein) shall continue in effect on the terms and conditions specified in the Directors Plan.. Parent shall or shall cause the Surviving Corporation to assume the Directors Plan, and to make any amendments thereto as may be necessary or apP1'9priate to implement the provisions of this Section 2.6(a). Parent shall cause Parent Class A Common Stock subject to Director Options to be registered under the Securities Act. Parent has reserved sufficient shares of Parent Class A Common Stock to satisfY its obligations under this Section 2.6(a). (b) Emplovee Stock OPtions. Each employee of the Company Entities holding stock options (the "Stock Options") under the Company Amended and Restated Incentive Stock Option Plan (the "Option Plan") outstanding at the Effective Time shall be entitled to elect either (i) to receive at the Effective Time from the Surviving Corporation an amount in cash equal to the product of (A) the number of shares of Company Common Stock previously subject to the Stock Option and (B) the excess of the All Cash Amount over the exercise price per share of Company Common Stock previously subject to the Stock Option or (ii) to receive at the Effective Time an award of restricted stock under the Parent's Long Term Incentive Plan ("L TIP") for the number of shares of Parent Class A Common Stock to which the holder would be entitled if the shares of Company Common Stock previously subject to the Stock Option were converted into the right to receive the All Stock Amount and reduced by the number of shares of Parent Class A Common Stock having the fair market value as of the Effective Time equal to the aggregate exercise price of the Stock Option to which the shares of Company Common Stock were previously subject. The restricted stock issued hereunder shall be vested at the end of a three year period beginning on the date of issuance, subject to acceleration of vesting upon death or disability. (c) Other Stock OPtion Arrangements. The Company shall use its reasonable best efforts to obtain the written consent of each employee of a Company Entity who has an agreement pursuant to which Company Common Stock is to be issued on or after the Effective Time as a bonus upon achievement of certain performance targets. Such written consent shall permit the substitution of Parent Class A Common Stock for Company Common Stock, in the same proportion as the All Stock Amount bears to the number of shares of Company Common Stock to which such employee would have been entitled with such other reasonable changes as the Company shall determine necessary to reflect the terms of the transactions contemplated hereby. (d) Consents. The form of any consent required under this Section 2.6, which may be contingent on the payments or awards provided herein, must be reasonably satisfactory to Parent. The Company shall provide to Parent copies of such consents at least ten Business Days prior to the Closing Date. AT1I90584-8 11