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RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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     Reason", in lieu of the Severance described in the two preceding
     sentences, if either (i) at any time following the second anniversary of
     the date of this Agreement, the Company has failed to achieve the
     Benchmarks as of the Date of Termination or (ii) a majority of the
     Designated Executives who are employed by the Company at the Date of
     Termination approves the termination, Executive shall continue to receive
     Base Salary, Bonus and welfare benefit continuation on the same terms as
     described in the two preceding sentences for the lesser of (A) the
     remainder of the Employment Term and (B) two years following the Date of

       (iii) Other than the benefits set forth in paragraphs (i) and (ii) of
     this Section 8(c), the Company and its affiliates will have no further
     obligations hereunder with respect to Executive following the Date of
     Termination, it being understood, however, that nothing contained in this
     Agreement shall in any manner affect the obligations of Holdings to
     Executive under the Holdings LLC Agreement or the rights of Executive under
     the MSCP Carry LLC Agreement or the TWI Carry LLC Agreement.

  (d) Termination by Executive other than with Good Reason.  If Executive
terminates his employment with the Company other than with Good Reason,
Executive shall be entitled to the same payments he would have received if his
employment had been terminated by the Company for Cause.

  (e) Notice of Termination.  Any purported termination of employment by the
Company or by Executive shall be communicated by written Notice of Termination
to the other party hereto in accordance with Section 13(g) hereof. For purposes
of this Agreement, a "Notice of Termination" shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of employment under the provision so indicated.

  9.  Non-Competition.  (a) Executive acknowledges and recognizes the highly
competitive nature of the business of the Company and its affiliates and
accordingly agrees that, in consideration of this Agreement, the rights
hereunder, and any payments hereunder, from the date hereof until the earlier of
(i) the last day of the Employment Term, (ii) the last day of any Severance
Period and (iii) two years following Executive's Date of Termination (the "Non-
Compete Term"), Executive will not, subject to Section 3(c) hereof, directly or
indirectly engage in the operation of any cable television system or any other
line of business in place at the Systems as of the Date of Termination within
one hundred miles of any geographic area where the Company or its affiliates
operate a cable system as of the Date of Termination during the Non-Compete
Term, whether such engagement is as an officer, director, proprietor, employee,
partner, investor