EMPLOYMENT AGREEMENT dated April 9, 1998 between Renaissance Media LLC, a
Delaware limited liability company (the "Company"), and David L. Testa
WHEREAS the Company desires to employ Executive and to enter into an agreement
embodying the terms of such employment (the "Agreement"); and
WHEREAS Executive desires to accept such employment and enter into such an
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
and for other good and valuable consideration, the parties agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall
have the meanings indicated.
"Asset Purchase Agreement" means the Asset Purchase Agreement dated November
14, 1997 between Holdings and TWI Cable Inc., as amended or modified from time
"Benchmarks" shall be deemed satisfied as of any given date if on such date
the cumulative EBITDA of the Renaissance Group for the period commencing on the
date hereof and ending at the end of the fiscal month most recently completed
prior to such date is at least 95% of the cumulative EBITDA reflected in the
Business Plan (it being understood that the cumulative EBITDA reflected
Business Plan shall be pro rated for the portion of any fiscal year elapsed as
of a given measurement date). The Benchmarks will be adjusted appropriately to
the extent that the strategic plan of the Renaissance Group materially changes
from the strategic plan in effect on the date hereof.
"Board" means the Board of Representatives of the Company.
"Business Plan" means the Renaissance Group's business plan attached hereto,
as such business plan may be amended, supplemented or updated by the Renaissance
Group from time to time (including without limitation any such amendment,
supplement or update to reflect an acquisition of a Designated Cable System
described in the definition of "Renaissance Group" below).