"Performance Goals" shall mean the levels of financial performance required
to be achieved by the Company in an Award Year in order for Participants to earn
a Bonus as determined by the Committee in accordance with Section 4 hereof.
Such levels shall be determined based upon EBITDA calculated based on the Budget
on a pro forma basis taking into account the payment of Bonuses in such Award
Year. Notwithstanding anything in the Plan to the contrary, no Performance Goal
shall be deemed achieved if its effect would be to compromise the quality of
service provided by the Company or if it is accomplished in a manner which
violates any policy of the Company, including without limitation, any legal or
ethical compliance policy.
"Renaissance Group" means the Company and 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, in each case acquired by the MSCP Funds and the Management Investors
through an entity other than the Company or any of its subsidiaries.
"Target Bonus Pool" shall mean an amount equal to twenty-five percent (25%)
(or such greater percentage as the Committee may determine in its sole
discretion) of the aggregate amount of the Base Salaries of all Participants for
such Award Year.
"Units" shall have the meaning set forth in the Holdings LLC Agreement.
3. Administration. The Plan shall be administered by the Committee.
4. Eligibility for and Payment of Bonuses. (a) Subject to the provisions
of the Plan and any Employment Agreement, in each Award Year the Committee may
select the Participants with respect to such Award Year, and determine the
Bonuses and the conditions under which such Bonuses may be earned.
(b) Bonuses that are earned with respect to each Award Year shall be paid
to Participants in such amounts as are determined by the Committee, upon the
recommendation of the Chairman, in accordance with Section 6 hereof and shall be
paid by the end of February following such Award Year. Bonuses will be paid in
cash or, at the option of the Participant subject to the consent of the
Committee, in Units.
(c) Except as otherwise determined by the Committee or as provided for in
any Employment Agreement, no portion of any Bonus may be earned unless a
Participant is employed by the Company at the time of payment. In the event the
employment of a Participant is terminated by reason of death, Disability or
retirement prior to the payment of any Bonus, and subject to the terms of any