"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, (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.
"Employment Agreement" shall mean any employment agreement entered into
between the Company and any Participant, as amended or modified from time to
"Holdings" shall mean Renaissance Media Holdings LLC.
"Holdings LLC Agreement" shall mean the Amended and Restated Limited
Liability Company Agreement of Holdings dated as of the date hereof by and among
Holdings, the MSCP Funds, TWI Cable Inc. and the other investors signatory
thereto, as contemplated to be further amended and restated effective April 17,
1998 as the Second Amended and Restated Limited Liability Company Agreement of
Holdings by and among Holdings, MSCP Carry LLC, TWI Cable Carry LLC and the
other investors signatory thereto, as further amended or modified from time to
"Individual Performance" shall mean the performance of any Participant in
any Award Year based upon reasonable criteria determined in the discretion of
"Management Investors" shall have the meaning set forth in the Holdings LLC
"Maximum Bonus Pool" shall mean an amount equal to forty percent (40%) of
the aggregate amount of the Base Salaries of all Participants for such Award
"MSCP Funds" shall mean Morgan Stanley Capital Partners III, L.P., MSCP III
892 Investors, L.P. and Morgan Stanley Capital Investors, L.P.
"Participant" shall mean a senior executive or other key employee of the
Company selected by the Committee to participate in the Plan.