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SEC Filings

S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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(other than as a holder of less than 1% of the outstanding capital stock of a
publicly traded corporation), consultant, advisor, agent, sales representative
or other participant; provided, however, that, during the Non-Compete Term,
Executive will not be prohibited from engaging in any activity in which
Executive may engage while employed by the Company pursuant to the terms of the
Exclusivity Agreement.

  Notwithstanding any provision of this Agreement to the contrary, from and
after any breach by Executive of the provisions of this Section 9(a), the
Company shall cease to have any obligations to make payments to Executive under
this Agreement, 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 and the TWI Carry LLC Agreement.

  (b) For a period of two years following the Date of Termination, Executive
will not directly or indirectly induce any employee or client of the Company or
any of its affiliates to engage in any activity in which Executive is prohibited
from engaging by Section 9(a) hereof or to terminate his or her client or
employment relationship, as applicable, with the Company or any of its
affiliates, and will not directly or indirectly solicit the performance of
services for any person who is a customer or client or former customer or client
of the Company or any of its affiliates unless such person shall have ceased to
have been a customer or client of the Company or any of its affiliates for a
period of at least six (6) months.

  (c) It is expressly understood and agreed that although Executive and the
Company consider the restrictions contained in this Section 9 to be reasonable,
if a final judicial determination is made by a court of competent jurisdiction
that the time or territory or any other restriction contained in this Agreement
is an unenforceable restriction against Executive, the provisions of this
Agreement shall not be rendered void but shall be deemed amended to apply as to
such maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if any court
of competent jurisdiction finds that any restriction contained in this Agreement
is unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.

  10. Confidentiality.  Executive will not at any time (whether during or after
his employment with the Company) disclose or use for his own benefit or purposes
or the benefit or purposes of any other person, firm, partnership, joint
venture, association, corporation or other business organization, entity or

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