COX COMMUNICATIONS, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE OF THE PLAN
The purpose of the Cox Communications, Inc. 1997 Employee Stock
Purchase Plan (the"Plan") is to provide a method by which eligible employees
of Cox Communications, Inc. and its subsidiary corporations (the "Company")
may purchase shares of Class A Common Stock of the Company ("Shares") by
payroll deductions and at favorable prices. By this means, eligible employees
will be given an opportunity to acquire an additional interest in the economic
progress of the Company and a further incentive to promote the best interest
of the Company. The Plan is intended to meet the requirements for an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986,
as amended, (the "Code") and is to be interpreted and applied consistent with
those requirements. The Plan shall be effective as of the date it is approved
by the shareholders of the Company.
2. ELIGIBILITY TO PARTICIPATE
Any regular employee of the Company who has been employed by the
Company for at least 6 months as of the Grant Date is eligible to participate
in the Plan. The "Grant Date" means the date, selected at the discretion of
the Management Committee appointed by the Board of Directors of the Company
(the "Committee") that Shares first will be offered to eligible employees for
subscription. A "regular employee" means any employee regularly scheduled to
work at least 20 hours per week, including any such person on an authorized
leave of absence. Notwithstanding the foregoing, any employee who, after
purchasing Shares under the Plan, would own 5 percent or more of the total
combined voting power or value of all classes of stock of the Company or any
parent corporation or subsidiary corporation thereof is not eligible to parti-
cipate. Ownership of stock is determined in accordance with the provisions of
Section 424(d) of the Code. For all Plan purposes, the terms "parent
corporation" and "subsidiary corporation" have the meanings set forth in
Sections 424(e) and (f) of the Code, respectively.
3. NUMBER OF SHARES TO BE OFFERED
An aggregate 1,250,000 Shares will be offered for subscription under
the Plan.
4. PURCHASE PRICE
The purchase price per Share offered under this Plan will be 85 percent
of the Fair Market Value of a Share determined as of the Grant Date. "Fair
Market Value" means the average of the high and low prices per Share as
reflected by composite transactions on the national securities exchange on
which the Shares are listed or as reported by the National Association of
Securities Dealers on the date the Fair Market Value is being determined, or
if there are no transactions on that date, then the closing price for the
preceding date upon which transactions occurred.
5. OFFERING OF SHARES FOR SUBSCRIPTION
Shares will be offered to eligible employees for subscription during
the period beginning with the Grant Date and ending on the date 45 days
thereafter (the "Subscription Period"). To subscribe, an eligible employee
must complete, sign and deliver a subscription agreement to the Company no
later than the last day of the Subscription Period. In the subscription
agreement, the employee shall indicate the dollar amount of Shares for which
the employee is subscribing to purchase (the "Subscription Amount").
6. METHOD OF PAYMENT
Payment of an employee's Subscription Amount will be made through
payroll deductions, and an employee's participation in the Plan is contingent
on the employee's providing the Company with written authorization to withhold
payroll deductions. The Subscription Amount shall be withheld from the
employee's pay in substantially equal installments each pay day during the 25
month period beginning on the first day of the month next following the close
of the Subscription Period. Notwithstanding the foregoing, an employee may
arrange to pay any installment due for any payroll period directly to the
Company in the event the employee is on an authorized unpaid leave of absence
during such payroll period.
7. LIMIT ON AMOUNT OF SHARES SUBSCRIBED
Notwithstanding an employee's subscription agreement, the maximum
amount that may be withheld from an employee's pay or otherwise paid to the
Company for the purchase of Shares during the 25 month period referenced in
Section 6 of the Plan shall not exceed $12,500. In the event of an oversub-
scription of Shares, each employee's subscription shall be reduced on a pro
rata basis so that the total number of Shares subject to subscription does not
exceed the maximum number of Shares authorized under Section 3 of the Plan.
8. PURCHASE OF SHARES
Unless an employee previously has withdrawn from the Plan as provided
in Section 9 or otherwise has had his or her participation terminated as
provided in Section 11, a participating employee will be deemed to have
exercised his or her right to purchase Shares as of the Purchase Date. The
"Purchase Date" means the first day of the month next following the close of
the 25 month period referenced in Section 6 of the Plan. The number of Shares
purchased by the employee shall be equal to the whole number of Shares that
may be purchased with the total amount of withheld payments made by the
employee under the Plan that have not been refunded to the employee. Any
amount remaining after the purchase of full Shares will be refunded to the
employee.
9. CHANGE IN PARTICIPATION AND WITHDRAWAL FROM PLAN
A participating employee may reduce his or her Subscription Amount at
any time, but on a prospective basis only, by giving written notice to that
effect to the Company. Such a reduction shall take effect as soon as is
administratively feasible following the date as of which the Company is so
notified. An employee may withdraw from the Plan and cancel his or her sub-
scription at any time prior to the Purchase Date by giving written notice of
cancellation to the Company. In such event, the employee may elect to have
the entire amount he or she has paid to date applied to the purchase of whole
Shares, with any remaining amount refunded in cash to the employee, or to have
the entire amount paid to date refunded to the employee in cash. Should any
installment be due and unpaid for 30 days (as in the case of an unpaid leave
of absence) without satisfactory arrangement for the payment being made within
such period, the subscription shall be automatically canceled, the amount
previously paid shall be refunded to the employee in cash and the employee
shall have no right to purchase Shares under the Plan.
10. RIGHTS NOT TRANSFERABLE
An employee's rights under the Plan belong to the employee alone and
may not be transferred or assigned to any other person during the employee's
lifetime. After Shares have been issued under the Plan, such Shares may be
assigned or transferred the same as any other Shares.
11. TERMINATION OF RIGHTS
In the case of termination of employment, including retirement or
death, the participating employee or his or her beneficiary may elect within
30 days after the happening of such event to (i) receive in cash the full
amount paid by the employee, or (ii) have the amount paid applied to the
purchase of full Shares with any remaining funds refunded in cash to the
employee or to his or her beneficiary. A failure to make such election within
such 30 day period will be treated as notice of cancellation and the full
amount paid will be refunded in cash. Each employee shall be permitted to
designate his or her beneficiary under this Section 11, which designation
shall be made in writing on a form prepared by or satisfactory to the Company
and shall be delivered to the Company. In the event an employee does not so
designate a beneficiary, any election rights under this Section 11 otherwise
subject to delegation to a beneficiary will be deemed delegated to the
employee's estate.
12. ISSUANCE OF SHARES
As soon as is administratively feasible after the purchase of any
Shares under the Plan, the employee will be issued a stock certificate for the
number of Shares purchased. The Shares will be issued only in the name of the
participating employee, or if directed by the employee, in the employee's name
and in the name of one other person as tenants by the entireties or joint
tenants with right of survivorship.
13. APPLICATION OF FUNDS
All funds held or received by the Company under this Plan may be used
for any corporate purpose until applied to the purchase of Shares or refunded
to employees and shall not be segregated from the general assets of the
Company.
14. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
prescribe such rules as it deems necessary to administer the Plan and shall
have the sole and discretionary authority to resolve any questions regarding
the interpretation or application of the terms of the Plan.
15. AMENDMENT OR DISCONTINUANCE OF PLAN
The Board of Directors of the Company shall have the right to amend,
modify or terminate the Plan at any time without notice, provided that no
employee's then existing rights are adversely affected without his or her
consent, and provided further that any amendment of the Plan, except as is
provided in Section 16 of the Plan, shall be subject to shareholder approval
to the extent required by any Federal or state law or the rules of any stock
exchange on which the Shares may be listed.
16. ADJUSTMENT OF SUBSCRIPTIONS
In the event of reorganization, recapitalization, stock split, stock
dividend, merger, consolidation or any other change in the structure of Shares
of the Common Stock of the Company, the Board of Directors of the Company may
make such adjustment as it may deem appropriate in the number, kind and sub-
scription price of Shares available for purchase under the Plan.
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EXHIBIT LIST
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Definitive Proxy Statement of Cox Communications, Inc. on Form
14A (previously filed with the Securities and Exchange Commission on
March 17, 1997)
Proxy Card (previously filed as part of the Definitive Proxy
Statement filed with the Securities and Exchange Commission on
March 17, 1997)
