EX-10.12.B






Exhibit 10.12(b)




MEDIACOM COMMUNICATIONS CORPORATION




DIRECTOR STOCK OPTION

Under The

NON-EMPLOYEE DIRECTORS EQUITY INCENTIVE PLAN




Mediacom Communications Corporation, a Delaware corporation (the “Company”), hereby grants to
       (the “Optionee”) an option (the “Option”) to purchase a total of        shares
of the Company’s Class A Common Stock, par value $.001 per share (the “Optioned Shares”), at the
price determined as provided herein, and in all respects subject to the terms of the Company’s
Non-Employee Directors Equity Incentive Plan (as amended from time to time in accordance with its
terms, the “Plan”), which is incorporated herein by reference. Unless otherwise defined herein,
capitalized terms are intended to have the meanings given to them in the Plan.



1. Nature of the Option. The Option is a nonstatutory option and is not intended to
qualify as an “incentive stock option,” as that term is defined in Section 422 of the Internal
Revenue Code of 1986, as amended. Except as otherwise expressly provided in this Agreement, the
Option and its vesting and exercise are subject to all applicable terms of the Plan. This
instrument constitutes the “Award Agreement” for the Option contemplated by the Plan.



2. Option Price. The Option Price is        for each Optioned Share.



3. Grant Date. The Grant Date of the Option is       .



4. Term of Option. The Option and the Option Term shall expire and terminate on the
tenth anniversary of the Grant Date, unless sooner terminated in accordance with this Agreement or
the Plan.



5. Vesting and Exercisability. Subject to the terms of the Plan, the Option shall
become vested and exercisable cumulatively in two equal installments of [      ] Optioned
Shares each on the first and second anniversaries of the Grant Date, provided that no Termination
of Affiliation occurs before the relevant anniversary date. To the extent the Option is vested and
exercisable immediately before the Optionee’s Termination of Affiliation (or on account of
Termination of Affiliation due to death or disability as provided in Section 5.3(a)(i) of the
Plan), the Option shall be remain exercisable for the period specified in Section 5.3(a) of the
Plan. To the extent that the Option is not vested and exercisable immediately prior to the
Optionee’s Termination of Affiliation, the Option will be forfeited immediately upon Termination of
Affiliation as provided in Section 5.3(a).



6. Method of Exercise and Payment. The Option shall be exercisable and payment of the
exercise shall be made in accordance with Section 6.3(g) of the Plan; provided, however, that the
Option may not be exercisable for Deferred Shares in accordance with Section 6.4. Without limiting
the generality of the second sentence of Section 1 above, exercise of the Option and delivery of
the Optioned Shares issuable upon exercise are subject to Sections 10.5 and 10.9 of the Plan.



7. Transfer of Option is Restricted. Without limiting the generality of the second
sentence of Section 1 above, the sale, pledge or other transfer or disposition of the Option or any
interest therein is restricted as provided in Section 5.4 of the Plan as though references therein
to “Award” were references to the Option.



8. Miscellaneous. This instrument shall be governed by, construed and enforced in
accordance with the internal laws of the State of Delaware, notwithstanding any different choice of
law that would otherwise be mandated by the laws of that state or any other jurisdiction. This
instrument and the Plan constitute the entire agreement of the Company and the Optionee with regard
to the subject matter hereof and all written or oral agreements, representations, warranties,
promises or covenants, if any, previously existing between the parties with respect to such subject
matter are canceled. Subject to the restrictions on transfer set forth in the Plan, this instrument
shall be binding upon Optionee and his or her heirs, legatees, executors, administrators, legal
representatives and permitted assigns. No modification of this instrument shall be binding upon
the Company unless made by means of a writing signed by the Chief Executive Officer of the Company
that specifically states that is the intention of the Company to modify this instrument in the
manner expressly provided therein.



IN WITNESS WHEREOF, this instrument has been executed and delivered by the Company as of the
Grant Date.



	 	 	 	 	 	 	 
	 	 	Mediacom Communications Corporation	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	Name:

	 	
Rocco B. Commisso

	 	 
	 

	 	
Title:
	 	

Chairman and Chief Executive Officer
	 	 






The undersigned acknowledges receipt of a copy of the Plan, represents that he or she is
familiar with its terms and accepts this Option subject to all of its terms. The undersigned agrees
to accept as binding, conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan or this instrument.



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name: