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SEC Filings

RENAISSANCE MEDIA GROUP LLC filed this Form S-4/A on 08/06/1998
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  During 1998, Renaissance Media expects to pay Messrs. Schulte, Cornelius,
Egan, Halpin and Testa and Ms. Fedun annual base salaries of $225,000,
$225,000, $175,000, $175,000, $175,000 and $175,000, respectively. In
addition, such executives will be eligible to receive bonuses if certain
performance goals are met. See "--Executive Employment Arrangements" and "--
Executive Bonus Incentive Plan."
  Renaissance Media has entered into an employment agreement with each of the
Management Investors. Each of the employment agreements provides for an annual
base salary and an incentive bonus determined according to the Renaissance
Media Executive Bonus Incentive Plan. Each agreement has an initial term of
five years, except for that of Mr. Cornelius which has a one year initial
term. The initial terms will automatically be extended if a sale of
Renaissance Media is in process at the expiration of such term. Each
employment agreement may be terminated by the Company with or without cause or
upon an executive's continued disability. Each Management Investor may
terminate the employment agreement with or without good reason, including for
material reduction in position or responsibilities or termination of certain
other executives by Renaissance Media, other than for cause, subject to
certain exceptions. If an employment agreement is terminated by Renaissance
Media without cause or by the Management Investor with good reason,
Renaissance Media is obligated to pay the applicable Management Investor
(other than Mr. Cornelius), subject to certain exceptions, any accrued unpaid
base salary, any prior year bonus earned but not paid, a pro rata bonus for
the year in which the termination occurs and severance for the remainder of
the term of the agreement equal to the base salary and bonus at the annual
rate for the year prior to the termination. It is anticipated that Mr.
Cornelius will be entitled to one year severance payments upon his termination
without cause or for good reason. In certain circumstances where Renaissance
Media fails to meet certain financial targets, the term of severance may be
limited to the lesser of the remainder of the employment term and two years.
It is anticipated that Mr. Cornelius will be entitled to one year severance
payments in such circumstances. Pursuant to the terms of the employment
agreement, each Management Investor is subject to a (i) confidentiality
covenant, (ii) a non-compete covenant for a period from the date of the
employment agreement until the earlier of: (a) the expiration of the
employment term; (b) the last day of any period of severance payments; and (c)
two years following termination of employment; and (iii) for a period of two
years following termination of employment, a non-solicitation covenant.
  The exclusivity agreement between Renaissance Media and each of the
Management Investors permits the Management Investors to manage other cable
television systems after 2001 subject to first offering such acquisition
opportunities to the Morgan Stanley Entities.
  Renaissance Media has established the Plan to provide its executive
officers, including the Management Investors, and other key employees with
bonuses based upon the achievement of annual performance goals. The Plan will
be administered by the Compensation Committee of the Board of Renaissance
Media, consisting of at least three Representatives. The Compensation
Committee will establish performance goals based on the Company's EBITDA. The
award of bonuses will be based on the attainment of the Company's performance
goals and the performance of individual executives.