"Cause" means (i) Executive's willful and continued failure substantially
to perform his duties under this Agreement (other than as a result of total or
partial incapacity due to physical or mental illness or as a result of
termination by Executive for Good Reason) which failure (if susceptible to cure)
is not cured after reasonable notice, (ii) any willful act or omission by
Executive constituting dishonesty, fraud or other malfeasance against the
Company, (iii) Executive's conviction of a felony under the laws of the United
States or any state thereof or any other jurisdiction in which the Company
conducts business or (iv) breach by Executive of the restrictive covenants
contained in Sections 9 and 10 of this Agreement.
"Designated Cable System" means any cable television system located in the
United States or any business or person whose assets consist (either directly or
through its subsidiaries) of any such cable television system.
"Designated Executives" means Fred Schulte, Michael J. Egan, Darlene Fedun,
Mark Halpin, David L. Testa and Rodney Cornelius, collectively, and "Designated
Executive" shall mean any of the foregoing.
"Disability" means either (i) disability as defined for purposes of the
Company's disability benefit plan or (ii) Executive's inability, as result of
physical or mental incapacity, to perform the duties of the position specified
in Section 3 hereof for a period of six (6) consecutive months or for an
aggregate of six months (6) in any twelve (12) consecutive month period.
"EBITDA" means, for any period, the net income of the Renaissance Group for
such period, adjusted to exclude the effect of any extraordinary or other non-
recurring gain or loss for such period plus, to the extent deducted in
determining the net income of the Renaissance Group for such period, (i) the
aggregate amount of interest expense for such period, (ii) the aggregate amount
of income tax for such period and (iii) the aggregate amount of depreciation,
amortization (including amortization of goodwill and other intangibles) and
other similar non-cash charges for such period.
"Exclusivity Agreement" means the Exclusivity Agreement dated as of the
date hereof among the MSCP Funds and the Designated Executives, as amended or
modified from time to time.
"Good Reason" means:
(i) Removal from, or failure to be reappointed or reelected to,
the position specified in Section 3 hereof (other than as a result of a
promotion); provided that mere change of title shall not constitute
removal from or non-reappointment to such position as long as the