**EXHIBIT 10.14**

CONFIDENTIAL

**Terms of Extended EVP Post Close Incentive Program**

Participants:                                                                              VanessaWittman and Brad Sonnenberg (“EVPs”)

Existing Program:                                                    TheExtended EVP Post Close Incentive Program outlined herein is intended to be inlieu of the PKERP.(1)  The Extended EVPPost Close Incentive Program is in addition to, and not in lieu of, anyapplicable compensation and benefits programs of the Company, other than thePKERP, in which the EVPs participate prior to the Post Close Period.

Employment Period:                                      The Post ClosePeriod will be from August 1, 2006 through December 31, 2006 (the “PostClose Period”).  In the event theCompany is required to file a Form 10-K, at the sole discretion of theCreditors’ Committee, the EVPs may continue to be employed by the Company fromJanuary 1, 2007 through March 31, 2007 (the “Extended Post Close Period”).  If it seeks to employ the EVPs during theExtended Post Close Period, the Creditors’ Committee or Plan Administrator (asapplicable) must notify the EVPs, in writing, no later than November 15, 2006.

EVP Bonus:                                                                                 Subjectto the termination provisions below, EVPs employed during the Post Close Periodwill receive a bonus (the “Post-Close Bonus”) equal to five months ofAdjusted Base Salary (as defined in the PKERP Motion).

Subject to the termination provisions below, EVPsemployed during the Extended Post Close Period will receive a bonus (the “ExtendedPost-Close Bonus”) equal to three months of Adjusted Base Salary.

Such bonuses shall be paid net of any amounts requiredto be withheld under applicable federal, state, or local income tax laws.

Payment of such bonuses will be conditioned onexecution and delivery by the EVP of a general release of claims against theCompany and the Plan Administrator relating to claims, if any, accrued up tothe execution of such release, and shall provide that such release does notextend to (a) compensation or benefits to be provided by, or any otherobligation otherwise due to be performed by, the Company or the PlanAdministrator

 

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(1)                                  The“PKERP” refers to the incentive program that was the subject of the Debtors’Motion for Order Pursuant to Sections 105(a) and 363(b) of the Bankruptcy CodeAuthorizing Implementation of Post-Closing Incentive Program and GrantingRelated Relief, which was approved by the Bankruptcy Court on July 26, 2006(the “PKERP Order”).  The other reliefgranted pursuant to the PKERP Order (e.g., the payment of Adjusted BaseSalary) shall remain in effect and is not intended to be superseded by theterms herein.

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in the future, and (b) claims for indemnification orthe like, including without limitation, any claims based on indemnificationagreements, the Company’s  by-laws, planof reorganization, or other governance documents, as well as any claims underthe Company’s directors’ and officers’ insurance policies.  The Company and Plan Administrator shallsimultaneously execute and deliver to the EVPs general releases of claims, ifany, accrued up to the execution of such release, and shall provide that suchrelease does not extend to any obligation otherwise due to be performed by theEVPs in the future.

Timing of Payment:                                         Subject to thetermination provisions below:

·                                          50%of an EVP’s Post Close Bonus will be paid on the date that is the earlier of:(i) the end of the Post Close Period; and (ii) the Effective Date of a Plan ofReorganization for substantially all of the Debtors (the “Effective Date”);and

·                                          Theremaining 50% of each EVP’s Post Close Bonus will be paid at the end of thePost Close Period.

·                                          100%of an EVP’s Extended Post-Close Bonus (if applicable) will be paid at the endof the Extended Post Close Period.

Termination:                                                                             TheCompany or Plan Administrator (as applicable) may terminate one or both EVPsprior to the end of the Post Closing Period (or the end of the Extended PostClose Period, as applicable) only (i) for cause, (ii) upon mutual agreementbetween the EVP and the Company (“Mutual Termination”), or (iii) as aresult of the EVP’s death or disability. The terms “cause” and “disability” shall have the meanings assigned tothem in the EVPs’ existing employment agreements (the “Existing EVPAgreements”).  Following anytermination by an EVP, the Company, or Plan Administrator, each EVP will beentitled to receive his or her accrued but unpaid Adjusted Base Salary andbenefits through the date of termination, such amount to be paid not later than8 days following the date of such termination. Following a Mutual Termination or termination for death or disability,an EVP will be entitled to receive his or her aggregate Post-Close Bonus (andExtended Post-Close Bonus, as applicable) not later than 8 days following thedate of termination.

In the event the Company or Plan Administrator seeksto terminate one or both EVPs without cause and such EVPs do not agree to aMutual Termination, the Company or Plan Administrator may, at any time duringthe Post Closing Period (or the Extended Post Close Period, as applicable), require the EVP not to attend his or her workprovided that the EVP shall be entitled to receive his or her Adjusted BaseSalary and benefits during any such period and for purposes of this ExtendedEVP Post Close

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Incentive Programwill remain an employee of the Company during such period.

If the Effective Date occurs prior to the end of eitherthe Post Close Period or the Extended Post Close Period, as applicable, theEVPs may elect to voluntarily terminate their employment (an “Effective DateTermination”).  In such case and atthe sole discretion of the Creditors’ Committee, the EVPs shall remainavailable to consult for the Company from the date of the Effective DateTermination through the three month anniversary of the Effective DateTermination.  In the event of anEffective Date Termination, the Creditors’ Committee will notify the EVPs ifthey will be required to serve as a consultant on the date of suchtermination.  In the event of anEffective Date Termination, the EVPs shall be entitled to receive the *pro rata* share of their Post-Close Bonus and/or ExtendedPost-Close Bonus, as applicable, that relates to the period between 8/01/06 andthe date of Effective Date Termination. In the event an EVP terminates his or her employment for “Good Reason”(other than an Effective Date Termination), such EVP shall be entitled to bepaid on such termination date his or her aggregate Post-Close Bonus (andExtended Post-Close Bonus, as applicable) and his or her aggregate AdjustedBase Salary from such termination through the end of the Post Close Period (andExtended Post Close Period, as applicable).

Except in the event of an Effective Date Terminationor termination for “Good Reason,” EVPs who voluntarily terminate theiremployment prior to the end of either the Post Close Period or Extended PostClose Period, as applicable, will forfeit any unpaid bonus amounts.

If interim bonus payments previously have been madepursuant to the section captioned “Timing” above, the bonus payments providedfor in this section on “Termination” shall be paid only to the extent of theexcess of such bonuses payable on termination over such previously paid interimbonuses.

Consulting Period:                                             At thesole discretion of the Creditors’ Committee, and in the event that the EVPswill not be employed by the Company throughout the Extended Post Close Period,each EVP agrees to consult for the Company for a period beginning attermination of employment and ending the earlier of (a) three months followingthe termination of employment and (b) March 31, 2007 (the “Consulting Period”).  Except in the event of an Effective Date Termination,the Creditors’ Committee will notify the EVPs if they will be required to serveas consultants during the Consulting Period no later than 30 days prior to theend of the Post Close Period.  TheConsulting Period may be terminated by the Company or the Plan Administrator bydelivering written notice to the EVP no less than 30 days prior to the date onwhich the Consulting Period will terminate.

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Consulting Fees:                                                      Inconsideration of the agreement to consult, EVPs will continue to be paid the *pro rata* portion of their annual Adjusted Base Salary everytwo weeks.  The Company and the EVP willenter into a customary consulting agreement which contains customary expensereimbursement and indemnity provisions.

Severance:                                                                                      Onthe date on which the Court approves the Extended EVP Post Close IncentiveProgram, the Company will pay to each EVP the severance (the “SeverancePayments”) provided for in the Existing EVP Agreements in cases of atermination by the Company without cause.

The Existing EVP Agreements will be amended to providethat an Effective Date Termination will be included in the definition of “GoodReason.”

Notwithstanding anything herein to the contrary, uponreceipt of the Severance Payments, the EVPs shall not be entitled to anyadditional severance payment pursuant to the Existing EVP Agreements orotherwise.

Indemnity:                                                                                       TheCompany shall (a) provide indemnification agreements to the EVPs containingcustomary terms (in no event less favorable to the EVPs than those provided tothe Company’s directors) and (b) maintain by-laws that provide for exculpationand indemnification to the maximum extent permitted by Delaware law.

Miscellaneous:                                                               TheEVPs will remain on the Company’s health plan until the date that theiremployment is terminated.  Thereafter,the EVPs will be entitled to COBRA coverage under the terms of their ExistingEVP Agreements for the period specified in their existing employment agreementsplus an additional period equal to the length of time during which the EVPserves as a consultant.

Court Approval:                                                         TheCreditors’ Committee and the Debtors shall file a joint motion seeking approvalof the relief related to the EVPs.

Please acknowledge youragreement with the foregoing terms.

 
|                                            |   |
|--------------------------------------------|--------|
| Authorized  Representative of the          |
| Official  Committee of Unsecured Creditors |

 

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Agreed to:
|   | **ADELPHIA COMMUNICATIONS CORPORATION** |
|--------|-----------------------------------------|
|   |                                    |
|   |                                    |
|   | By:                                     | /s/ Jerry Rybin,  VP – HR |   |
|   |                                    |
|   | Date:                                   | 10/4/06 |   |
|   |                                    |
|   |                                    |
|   | **BRAD SONNENBERG**                     |
|   |                                    |
|   |                                    |
|   | /s/ Brad M.  Sonnenberg                 |   |
|   |                                    |
|   | Date                                    | 10/4/06 |   |
|        |                                         |  |  |  |  |  |

 

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