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EXHIBIT 10.1
COX COMMUNICATIONS, INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose of the Plan
The purpose of the Cox Communications, Inc. 2000 Employee Stock
Purchase Plan is to provide a method by which eligible employees of Cox
Communications, Inc. and its subsidiary corporations may purchase shares of
Class A Common Stock of the Company by payroll deductions and at favorable
prices. This means eligible employees will be given an opportunity to acquire an
ownership interest in 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, 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
Management Committee of the Board of Directors of Cox Communications, Inc.,
provided the shareholders of Cox Communications, Inc. approve the Plan within
the time period prescribed under applicable law. In the event that shareholder
approval is not obtained within such applicable law, the Plan shall be rescinded
and all payroll deductions made hereunder shall be fully refunded to the
affected employees without interest.
2. Definitions
"Code" means the Internal Revenue Code of 1986 as amended.
"Committee" means the Management Committee of the Board of Directors of
Cox Communications, Inc.
"Company" means Cox Communications, Inc., including any successor
thereto, and its subsidiary corporations.
"Eligible Employee" means any employee of the Company regularly
scheduled to work at least 20 hours per week, including any such person who is
on an authorized leave of absence. Notwithstanding the foregoing, any employee
of the Company 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 participate in the Plan. 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.
"Entry Date" means one of the four dates on which Eligible Employees
may commence participation under the Plan, including April 1, 2000, October 1,
2000, April 1, 2001 and October 1, 2001.
"Fair Market Value" means the average of the closing prices per Share
as reflected by composite transactions on the New York Stock Exchange throughout
a period of the ten (10) trading days ending (a) on and including any Grant Date
or (b) on and including the last day of the Offering Period, as appropriate.
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"Grant Date" means one of the four dates on which shares will be
offered to Eligible Employees for purchase under the Plan, including January 3,
2000, August 1, 2000, February 1, 2001 and August 1, 2001.
"Offering Period" means, with respect to each Eligible Employee, the
period that begins on the Entry Date applicable to the Eligible Employee and
that ends on March 31, 2002.
"Participating Employee" means an employee who has satisfied the
eligibility conditions of Section 3 of this Plan, has signed a Subscription
Agreement and has begun payroll deductions.
"Plan" means the Cox Communications, Inc. 2000 Employee Stock Purchase
Plan, as amended.
"Purchase Date" means April 1, 2002.
"Shares" means Class A Common Stock of the Company.
3. Eligibility to Participate
Any Eligible Employee of the Company who is employed on a Grant Date is
eligible to participate in the Plan as of the Entry Date that immediately
follows such Grant Date. If such Eligible Employee elects not to participate on
such Entry Date, he or she will not be permitted to commence participation in
the Plan at any later date. If such an Eligible Employee elects not to
participate, then terminates employment and is subsequently rehired prior to the
Purchase Date, then such Eligible Employee also will not be able to participate
in the Plan.
4. Number of Shares To Be Offered
An aggregate 2,000,000 Shares will be offered for subscription under
the Plan.
5. Purchase Price
The purchase price per Share offered for purchase under the Plan with
respect to any Grant Date will be the lower of 85 percent of the Fair Market
Value of the Share as of such Grant Date or 90 percent of the Fair Market Value
of the Share at the end of the Offering Period.
6. Offering of Shares for Subscription
Shares will be offered to Eligible Employees for subscription during
the period beginning with the applicable Grant Date and ending on the date 45
days after that Grant Date (the "Subscription Period"); provided, that the
Subscription Period with respect to the initial Grant Date under the Plan shall
end 60 days after that Grant Date. 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
Eligible Employee shall indicate the dollar amount per pay period which the
Eligible Employee is subscribing to contribute under the Plan (the "Subscription
Amount").
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7. Method of Payment
Payment of a Participating Employee's Subscription Amount will be made
through payroll deductions, and an employee's participation in the Plan is
contingent on the employee providing the Company with written authorization to
withhold payroll deductions. The maximum amount per payroll that a Participating
Employee may deduct from his or her payroll is $250. Notwithstanding the
foregoing, a Participating Employee may arrange to pay any installment due for
any payroll period directly to the Company in the event the Participating
Employee is on an authorized unpaid leave of absence during such payroll period.
8. Limit on Amount of Shares Subscribed
Notwithstanding a Participating Employee's subscription agreement, the
maximum amount that may be withheld from a Participating Employee's pay or
otherwise paid to the Company for the purchase of Shares under the Plan shall be
$13,000 (i.e., $250 x 52). In the event of an oversubscription of Shares, each
Participating 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 4 of the Plan.
9. Purchase of Shares
Unless a Participating Employee previously has withdrawn from the Plan
as provided in Section 10 or otherwise has had his or her participation
terminated as provided in Section 12, a Participating Employee will be deemed to
have exercised his or her right to purchase Shares as of the Purchase Date. The
number of Shares purchased by the Participating Employee generally shall be
equal to the whole number of Shares that may be purchased with the total amount
of withheld payments made by the Participating Employee under the Plan that have
not been refunded to the Participating Employee. Any amount remaining after the
purchase of full Shares will be refunded to the Participating Employee without
interest.
10. 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. A Participating Employee may withdraw from the Plan and cancel his or
her subscription at any time prior to the Purchase Date by giving written notice
of cancellation to the Company. In such event, the Participating Employee may
elect to have the entire amount he or she has paid into the Plan 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 into the Plan to date refunded
to the employee in cash without interest. 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 canceled automatically, the amount previously paid into
the Plan shall be refunded without interest to the employee in cash and the
employee shall have no right to purchase Shares under the Plan.
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11. Rights Not Transferable
A Participating Employee's rights under the Plan belong to the
Participating Employee alone and may not be transferred or assigned to any other
person during the Participating Employee's lifetime. After Shares have been
issued under the Plan, such Shares may be transferred or assigned the same as
any other Shares.
12. 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 into the Plan by the Participating Employee, or (ii) have the amount paid
into the Plan applied to the purchase of full Shares with any remaining funds
refunded in cash to the Participating Employee or to his or her beneficiary
without interest. A failure to make such election within such 30-day period will
be treated as notice of cancellation and the full amount paid into the Plan will
be refunded without interest in cash to the Participating Employee. Each
Participating Employee shall be permitted to designate his or her beneficiary
under this Section 12, 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 a Participating 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 Participating
Employee's estate.
13. Issuance of Shares
As soon as is administratively feasible after the purchase of any
Shares under the Plan, the Participating Employee or beneficiary 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
Participating Employee or beneficiary, in the Participating Employee's or
beneficiary's name and in the name of one other person as tenants by the
entireties or joint tenants with right of survivorship.
14. 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
Participating Employees and shall not be segregated from the general assets of
the Company.
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15. Administration
The Plan shall be administered by the Committee, which 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.
16. 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
Participating 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 this 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.
17. 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 Company, the Board of Directors of the Company may make such adjustment
as it may deem appropriate in the number, kind and subscription price of Shares
available for purchase under the Plan.
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