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SEC Filings

S-4/A
AVALON CABLE OF MICHIGAN INC/ filed this Form S-4/A on 07/22/1999
Entire Document
 
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Compensation of Managers
 
   Each of the managers of Avalon Cable Holdings receives reimbursement of
reasonable out-of-pocket expenses incurred in connection with meetings of the
Board of Managers. The managers who are employees of Avalon Cable Holdings do
not receive any fee in addition to their regular salary for serving on the
Board of Managers. The managers who are not employees of Avalon Cable Holdings
do not receive any compensation for serving on the Board of Managers.
 
Executive Compensation
 
   Avalon Cable Holdings was formed in 1997. The issuers were formed during
1997 and 1998 in connection with the acquisitions of Cable Michigan and AMRAC
Clear View and related financing transactions. The executive officers of Avalon
Cable Holdings are similar in all material respects to the executive officers
of the issuers. None of the officers of Avalon Cable Holdings, other than its
chief executive officer, received compensation in excess of $100,000 in his
capacity as an officer of Avalon Cable Holdings in 1998. The following table
sets forth information concerning the compensation of Avalon Cable Holdings'
Chief Executive Officer for services in all capacities rendered to Avalon Cable
Holdings 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 our executive officers, Messrs. Unger, Cohen, Polimino, Luscombe,
Dee and Dineen, 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 these executives will vest under the terms of the Management
Securities Purchase Agreements that are described in the "Certain Relationships
and Related Transactions--Management Securities Purchase Agreements" section of
this prospectus.
 
   David W. Unger. Pursuant to an employment agreement dated November 6, 1998
between Mr. Unger and Avalon Cable LLC, Avalon Cable LLC has agreed to employ,
and Mr. Unger has agreed to serve, as Chairman of the Board of Avalon Cable LLC
and its subsidiaries for a period of five years or until his earlier
resignation, death, disability or termination of employment. Mr. Unger's
employment agreement provides that Mr. Unger is:
 
  . required to devote approximately two-thirds of his business time to our
    company,
 
  . 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 our company during the term of his
    employment period and for a period of six months thereafter, and
 
  . prohibited from disclosing any confidential information gained during his
    employment with us.
 
   If we terminate 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 Mr. Unger's employment agreement.
 
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