"Severance Period" means any period of continued salary payments by the
Company to Executive following the Date of Termination (as defined in Section
"Systems" shall have the meaning set forth in the Asset Purchase Agreement.
"TWI Carry LLC Agreement" means the Limited Liability Company Agreement of TWI
Cable Carry LLC dated as of the date hereof by and among TWI Cable Inc., the
individuals named therein and TWI Cable Carry LLC, as amended or modified from
time to time.
2. Term of Employment. (a) Subject to the provisions of Section 8 of this
Agreement, Executive shall be employed by the Company for a period commencing on
the date hereof and ending on the fifth anniversary thereof or any extension
thereof (such term of employment as it may be extended, the "Employment Term").
(b) Executive will agree, upon the request of the Company, to extend the term
of employment hereunder for up to eighteen (18) months on the terms set forth
herein during the period between the signing of definitive documentation
relating to and closing of, and during any transition period related to, a sale
of all or substantially all of the assets of (or equity interests in) the
Company that is in process on last day of the Employment Term (the "Termination
(c) Other than pursuant to Section 2(b) hereof, in which case no notice shall
be required, the Company will notify Executive no later than one year prior to
the Termination Date as to whether the Company desires to renew or extend the
term of Executive's employment.
3. Position. (a) Executive shall serve as Chairman and Chief Executive
Officer of the Company. In such position, Executive shall have the duties set
forth in Appendix A and such additional duties and authority commensurate with
such position as shall be determined from time to time by the Board consistent
with the Company's objective as set forth in Section 2.03(b) of the Holdings LLC
(b) During the Employment Term, Executive will devote substantially all of his
business time and skill and knowledge to the performance of his duties
hereunder, consistent with the Company's business plan and its strategic
objectives, and subject to Section 3(c) hereof, will not engage in any other
business, profession or occupation for compensation or otherwise which would
conflict with the rendition of such services either directly or indirectly;