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SEC Filings

S-4
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4 on 04/01/1999
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<PAGE>
 
Executive Compensation
 
   Avalon was formed in 1997. The Issuers were formed during 1997 and 1998 in
connection with the acquisitions of Cable Michigan and Amrac and related
financing transactions. The executive officers of Avalon are similar in all
material respects to the executive officers of the Issuers. None of the
officers of Avalon, other than its chief executive officer, received
compensation in excess of $100,000 in his capacity as an officer of Avalon in
1998. The following table sets forth information concerning the compensation of
Avalon's Chief Executive Officer for services in all capacities rendered to
Avalon and its affiliates in 1998.
 
                           Summary Compensation Table
 

<TABLE>
<CAPTION>
                                                           Long-Term
                                  Annual Compensation     Compensation
                              --------------------------- ------------
                                                           Securities
Name and Principal                           Other Annual  Underlying   All Other
Position                 Year  Salary  Bonus Compensation Options/SARs Compensation
- ------------------       ---- -------- ----- ------------ ------------ ------------
<S>                      <C>  <C>      <C>   <C>          <C>          <C>
Joel C. Cohen........... 1998 $104,167  --       --           --           --
Chief Executive Officer
</TABLE>

 
Management Employment Agreements
 
   Each of Messrs. Unger, Cohen, Polimino, Luscombe, Dee and Dineen
(collectively, the "Executives") is a party to an employment agreement that
provides for an annual base salary and eligibility for a bonus if certain
performance goals are met. The employment agreements for Messrs. Unger, Cohen,
Polimino and Luscombe are described below. Messrs. Dee and Dineen have
employment agreements with similar provisions. In addition, certain of the
equity interests in Avalon owned by the Executives will vest under the terms of
the Management Securities Purchase Agreements (as defined). For additional
information, please refer to "Certain Relationships and Related Transactions--
Management Securities Purchase Agreements" of this prospectus.
 
   David W. Unger. Pursuant to an Employment Agreement dated November 6, 1998
(the "Unger Employment Agreement") between Mr. Unger and Avalon, Avalon has
agreed to employ, and Mr. Unger has agreed to serve, as Chairman of the Board
of Avalon and its subsidiaries for a period of five years or until his earlier
resignation, death, disability or termination of employment (the "Unger
Employment Period"). The Unger Employment Agreement provides that Mr. Unger is:
 
  . required to devote approximately two-thirds of his business time to
    Avalon,
 
  . entitled to receive a minimum base salary of $125,000 with annual
    increases of 5% per year,
 
  . eligible to receive a bonus, as determined by the Board, up to 20% of his
    base salary in effect during each fiscal year,
 
  . prohibited from competing with Avalon during the term of the Unger
    Employment Period and for a period of six months thereafter, and
 
  . prohibited from disclosing any confidential information gained during the
    Unger Employment Period.
 
   If Avalon terminates Mr. Unger's employment without "Cause," Mr. Unger is
entitled to receive his base salary then in effect and benefits for a period of
six months thereafter subject to compliance with all other applicable
provisions of the Unger Employment Agreement.
 
   Joel C. Cohen. Pursuant to an Employment Agreement dated November 6, 1998
(the "Cohen Employment Agreement") between Mr. Cohen and Avalon, Avalon has
agreed to employ, and Mr. Cohen has agreed to serve, as President and Chief
Executive Officer of Avalon and its subsidiaries for a period of five years or
until his earlier resignation, death, disability or termination of employment
(the "Cohen Employment Period"). The Cohen Employment Agreement further
provides that Mr. Cohen is:
 
  . required to devote substantially all of his business time to Avalon,
 
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