EX-10.2 3 g96802exv10w2.txt EX-10.2 FORM OF UNIT APPRECIATION PLAN SUMMARY STATEMENT . . . Exhibit 10.2 RECIPIENT NAME STREET ADDRESS CITY, STATE ZIP COX UNIT APPRECIATION PLAN SUMMARY STATEMENT

BENEFIT CALCULATION: Your potential benefit from the UAP is based on the extent to which the CEI stock price increases over the beginning base price, and on Cox Communications' (CCI) Operating Cash Flow (OCF) performance over the five-year performance period. PERFORMANCE MEASURE: If CCI achieves a compound annual growth in OCF of [ ]% your benefit will equal the number of UAP units multiplied by your vested percentage, and multiplied by the appreciation from the beginning to the ending stock prices over the five-year performance period. This goal may be adjusted if there are significant changes in CCI's business or operations such as acquisitions, divestitures or other material changes. If CCI does not achieve this OCF growth, your benefit will be reduced by 50%. Footnotes: (D) Appreciation Per Unit = Current Appraisal Value - Beginning Unit Base Price (D=C-B) (E) Year-End Value = Units Granted x Appreciation Per Unit (E=A x D) (G) Vested Value = Year-End Value x Vested Percentage (G=E x F) UAP OVERVIEW VESTING SCHEDULE

TERMINATION OF EMPLOYMENT If you terminate employment, awards are vested and payable as shown: Retirement/Disability/Death: 100% vested Termination for Cause: No payment Other termination: Normal vesting schedule PAYMENTS FROM THE PLAN Typically, you will receive your payment within the first quarter of the year following the end of a five-year performance period. Your payment will be taxable at the time you receive it. CEI STOCK PROTECTIVE PROVISION If there is a decrease in the CEI stock price in the last year of a five-year performance period, the company calculates appreciation using the stock price at the start of the five-year period and the average stock price of the last two years of that period. RECIPIENT NAME STREET ADDRESS CITY, STATE ZIP

COX COMMUNICATIONS INC /DE/ 10-Q