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SEC Filings

10-K405
RENAISSANCE MEDIA GROUP LLC filed this Form 10-K405 on 03/31/1999
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process at the expiration of such term. Each employment agreement may be
terminated by Renaissance Media 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. Mr. Cornelius would be entitled to one year severance payments
upon his termination without cause or for good reason. In certain
circumstances where the Management Investors employment has been terminated
other than for good reason and 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. All obligations of the Company under
the employment agreements will terminate upon consummation of the Charter
Purchase Agreement, without further liability to the Company.
 
   An 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.
 
   All decisions as to the compensation of the Company's executives are made
by the Compensation Committee of Holdings and Renaissance Media.
 
Executive Bonus Incentive Plan
 
   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 is
administered by the Compensation Committee of the Board of Renaissance Media,
consisting of at least three Representatives. The Compensation Committee
establishes performance goals based on the Company's EBITDA. The award of
bonuses is based on the attainment of the Company's performance goals and the
performance of individual executives.
 

Item 12--Security Ownership of Certain Beneficial Owners and Management
 
   The Company is a wholly owned subsidiary of Holdings. The following table
sets forth certain information regarding beneficial ownership of the limited
liability company membership interests in Holdings by: (i) each person known
by the Company to beneficially own more than 5% of the outstanding equity
interests of Holdings; (ii) each member of the Boards of Representatives or
Board of Directors, as applicable, of Holdings the Company and its
subsidiaries; (iii) each executive officer of Holdings, the Company and its
subsidiaries; and (iv) all members of the Boards of Representatives, Board of
Directors and executive officers of Holdings, the Company and its subsidiaries
as a group. The information as to beneficial ownership has been furnished by
the respective equity holders, Representatives, Directors and executive
officers of Holdings, the Company and its subsidiaries, and, unless otherwise
indicated, each of the equity holders has the sole voting and investment power
with respect to the equity interests beneficially owned. The address for each
Representative, Director and executive officer of Holdings, the Company and
its subsidiaries is c/o Renaissance Media, One Cablevision Center, Suite 100,
Ferndale, New York 12734. The address for each of MSCPIII, MSCI and MSCP
Investors is 1221 Avenue of the Americas, New York, New York 10020. The
address for Time Warner is 290 Harbor Drive, Stamford, Connecticut 06902.
 
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