Forms of Award Agreements



 Exhibit 10.4 
  
 Form of 
 Cox Radio, Inc. 
 Long-Term Incentive Plan Grant Agreement 
  
 «First_Name» «Last» 
  

							
	 Grant Date

	 	 Type of Grant

	 	 Number of Options

	 	 Exercise Price


	[date]	 	Non-Qualified Stock Option	 	[number]	 	$[price]

  
 Stock Option Term 

 
 You may exercise your options from the time they become vested (see below) until 10 years
after the Grant Date, [date]. 
  
 Normal Vesting Provisions 
  
 Your options become vested (i.e., exercisable) as follows: 
  

	•	 	60% of your option award becomes vested at the end of the 3rd year after the Grant Date ([date]). 

  

	•	 	An additional 20% (for a total of 80%) of your option award becomes vested at the end of the 4th year after the Grant Date [date]. 

  

	•	 	An additional 20% (for a total of 100%) of your option award becomes vested at the end of the 5th year after the Grant Date [date]. 

  
 Special Vesting Provisions 
  
 You may be
eligible to become 100% vested in your stock option grant if: 
  

	•	 	At least 6 months have passed since the grant date and 

  

	•	 	The closing price of Cox Radio stock reaches 140% of your exercise price ($xx.xx) at any time after the 6 month period and 

  

	•	 	The closing price remains at or above $xx.xx for 10 consecutive trading days. 

  

Termination Guidelines 
  
 If you terminate employment for reasons other than cause, retirement, death, permanent disability or transferring to another Cox company, you will have 90 days from the
date of termination (or until the expiration of the option term, if that date is less than 90 days from the date of termination) to exercise any vested stock options. Unvested stock options will be forfeited. 
  
 If you are terminated for cause, you will forfeit all benefits from the Plan and all options
(vested and unvested) will immediately be cancelled. 
  
 If you retire, die or
become totally and permanently disabled, your stock options will immediately 100% vest upon termination of employment and you (or your beneficiary) will have one year from the date of termination (or until the expiration of the option term, if that
date is less than one year from the date of termination) to exercise all vested options. 
  
 If you transfer to another Cox company after a date when any portion of this award has become vested, you will retain the portion that is vested at the time of transfer, but any unvested portion will be forfeited.

  
 If you transfer to another Cox company prior to a date when any portion of
this award has become vested, then a portion of the option award will become vested upon the date of transfer, as follows: 
  

	•	 	None of your award will vest if the transfer date is less than 6 months after the Grant Date. 

  

	•	 	20% of your award will vest if the transfer date is at least 6 months but less than 18 months after the Grant Date. 

  

	•	 	40% of your award will vest if the transfer date is at least 18 months but less than 30 months after the Grant Date. 

  

	•	 	60% of your award will vest if the transfer date is at least 30 months but less than 36 months after the Grant Date. 

  
 I wish to accept this award granted under the Cox Radio, Inc. Long-Term Incentive Plan. I
acknowledge that I have received a copy of the Plan Summary, Plan Prospectus, and Legal Plan Document, and agree to all of the terms and conditions contained in this agreement and the Legal Plan Document. In the event of inconsistency between this
agreement and the Legal Plan Document, the terms of the Legal Plan Document shall control. 
  

									
	Signature:	  	  

	  	 	 	Date:	 	  



  
 Return by [date] (in the envelope
provided) to [name], Compensation Department at Cox Enterprises, Inc. 







 Form of 
 Cox Radio, Inc. 
 Long-Term Incentive Plan 
 Restricted Stock Grant Agreement 
  
 «First_Name» «Last» 
  

					
	 Grant Date

	 	 Type of Grant

	 	 Number of Shares


	[date]	 	Restricted Stock	 	[number]

  
 Vesting Provisions 

 
 These shares of restricted stock will become 100% vested on March 15, 2010 (the
“Vesting Date”), provided that you have been continuously employed by Cox Radio, Inc. (the “Company”) through such date. Once vested, your shares will be maintained in a book entry account position on the ledger of the
Company’s stock transfer agent or, in the Company’s sole discretion, in the form of a stock certificate. If issued in the form of a stock certificate, the Company shall retain physical control over such certificate(s), and you shall
deliver a stock power to the Company, endorsed in blank, relating to such certificate(s). 
  
 Termination Guidelines 
  
 If you
terminate employment with the Company before the Vesting Date for any reason other than for cause, retirement, death, or permanent disability, you will forfeit all of these shares. 
  
 If you are terminated for cause before the Vesting Date you will forfeit all of these shares. 
  
 If you retire, die or become totally and permanently disabled, your shares will 100% vest
upon such termination of employment. 
  
 Continuing Resale Restrictions

  
 After your shares have vested, at all times while you remain employed by
the Company or its affiliates you must retain a number of shares equal to sixty percent (60%) of your original award, and you cannot resell or transfer such shares. Your book entry position or stock certificate(s) will bear a legend or stop-transfer
instructions (as applicable) reflecting these restrictions. 
  
 I wish to accept
this award granted under the Cox Radio, Inc. Long-Term Incentive Plan. I acknowledge that I have received a copy of the Plan Summary, Plan Prospectus, and Legal Plan Document. I agree to all of the terms and conditions contained in this Agreement
and the Legal Plan Document. In the event of inconsistency between this Agreement and the Legal Plan Document, the terms of the Legal Plan Document shall control. 
  

									
	Signature:	  	  

	  	 	 	Date:	 	  



  

			
	Return (in the enclosed envelope) to:	 	        [name]
	 	 	        [title]
	 	 	        [address]