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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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     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 Termination.

             (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 her employment with the Company other than with Good Reason,
Executive shall be entitled to the same payments she would have received if her
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 

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