"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 Chief Financial Officer and an
Executive Vice President 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 Agreement.
(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;
provided that Executive may participate in civic, charitable and other outside