EXHIBIT 99.(c)(4)
[LOGO OF INTERMEDIA COMMUNICATIONS]
INTERMEDIA
COMMUNICATIONS
Xxxxx X. Xxxxxx
President & CEO
June 4, 1997
Xx. Xxxxxxxxxxx X. XxXxxxxx
President and Chief Executive Officer
DIGEX, Incorporated
0000 Xxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Dear Xxxxx:
This will confirm our agreement that Intermedia Communications Inc. will
consent under the provisions of the agreement and plan of merger executed by
our companies tonight to the grant by DIGEX of options to purchase up to two
hundred thousand shares of DIGEX common stock at an exercise price of $3.00 per
share to members of the DIGEX management team in amounts to be determined by
mutual agreement between us prior to the consummation of the contemplated tender
offer. The options to be granted will have a five year vesting schedule.
Sincerely,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Chairman, President & CEO
DCR/bps
0000 Xxxxx Xxxx Xxxxx Xxxxx, Xxxxxxx 00000 (813) 744-2401
