Description of Named Executive Officer and Director Compensation Arrangements



 EXHIBIT 10.3 
  
 DESCRIPTION OF NAMED EXECUTIVE OFFICER 
 AND DIRECTOR COMPENSATION 
  
 Named
Executive Officer Compensation 
  
 Set forth below is a
summary of the compensation paid by Knology, Inc. (the “Company”) to its named executive officers (defined in Regulation S-K Item 402(a)(3)). All of the Company’s executive officers are at-will employees whose compensation and
employment status may be changed at any time in the discretion of the Company’s Board of Directors. 
  
 Total compensation to the named executive officers is primarily composed of three types of compensation: (1) base salary, (2) bonuses and (3) stock
options awarded under the Company’s Amended and Restated 2002 Long-Term Incentive Plan (the “Long-Term Incentive Plan”).  
  
 The Company’s compensation arrangements with its named executive officers are intended to (1) attract, retain and motivate qualified management, (2)
recognize individual initiative and achievement, (3) reward employees and management for short and long-term accomplishments, (4) align compensation with the achievement of the Company’s goals and the Company’s overall performance and (5)
align the interests of employees, directors and management with those of the Company’s stockholders. 
  
 Base Salary 
  
 Individual base salaries and increases for the Company’s named executive officers, other than the President and Chief Executive Officer, are
determined by the President and Chief Executive Officer after consultation with the Compensation and Stock Option Committee (the “Committee). The base salary and any increases for the Company’s President and Chief Executive Officer are
determined by the Committee. Base salaries are initially determined by evaluating the responsibilities of the position, the experience of the individual, and the competitive marketplace for managerial talent, including a comparison of base salaries
for similar positions at comparable companies. The determination of compensation in a given year, including increases in base salary, is set after a review and consideration of a number of factors, including the individual’s level of
responsibility and commitment, level of performance, contributions to the achievement of the Company’s goals and overall performance and compensation levels at comparable companies. With respect to the President and Chief Executive Officer, the
Committee reviews the factors listed above, but without consultation with or input from the President and Chief Executive Officer. The Committee recommends the compensation of the President and Chief Executive Officer to the Board of Directors for
final approval. 
  
 Set forth below are the 2005 base salaries of
the named executive officers of the Company. Base salaries are determined annually in April. 
  

				
	 Named Executive Officer

	  	2005 Base
Salary


	 Rodger L. Johnson
	  	$	410,000
	 Bret T. McCants
	  	 	200,000
	 Robert K. Mills
	  	 	185,200
	 Michael B Roddy
	  	 	181,200
	 Chad S. Wachter
	  	 	165,100








 Bonuses 
  
 Bonuses are intended to align short-term cash compensation of eligible Company employees, including the named executive
officers, with individual performance and Company performance. Bonuses also help to control compensation expenses and reward past performance by reducing the need for significant annual base salary increases. The President and Chief Executive
Officer approves the annual bonus potential for named executive officers, other than the President and Chief Executive Officer. The bonus payment for the President and Chief Executive Officer is determined by the Compensation and Stock Option
Committee based upon an evaluation of the competitive marketplace, the Company’s performance, the performance of the individual as well as the achievement of certain measurement objectives including net customer connections, revenue and EBITDA,
as adjusted. The bonus payment for the named executive officers other than the President and Chief Executive Officer is based upon a committee approved bonus plan which measures the attainment of goals including individual performance as well as
Company performance of customer connections, revenue and EBITDA, as adjusted. 
  
 Set forth below is the annual bonus potential, as a percentage of base salary, to the Company’s named executive officers, other than the President and Chief Executive Officer, for the year ended December 31,
2005. 
  

				
	 Named Executive Officer

	  	 	 
	 Bret T.McCants
	  	40	%
	 Robert K. Mills
	  	40	%
	 Michael B Roddy
	  	40	%
	 Chad S. Wachter
	  	40	%

  
 Stock Options

  
 The Company attempts to align the interests of
employees, directors, consultants and officers, including its named executive officers, with those of the Company’s shareholders, and to reward outstanding performance, by awarding stock options to these individuals under the Long-Term
Incentive Plan. The Committee administers the Long-Term Incentive Plan, including designating eligible participants and determining the number of stock options awarded and the terms and conditions thereof. 
  
 Set forth below are stock options granted to the Company’s named
executive officers for 2005 as of May 13, 2005. Additional options may be granted based upon bonus payments made to the named executive officers related to the year ended December 31, 2005. 
  

			
	 Named Executive Officer

	  	Securities Underlying
Stock Options


	 Rodger L. Johnson
	  	320,000
	 Robert K. Mills
	  	67,500
	 Bret T. McCants
	  	45,000
	 Michael B. Roddy
	  	10,000
	 Chad S. Wachter
	  	40,000

  
 Other
Compensation 
  
 In addition to base salary, bonuses and
stock options, the named executive officers receive compensation in the form of premiums on term life insurance paid by the Company, matching contributions to the Company’s 401(k) plan and car allowances. The compensation paid to the
Company’s named executive officers under these 








 
compensation arrangements during 2005 will be set forth under “Other Compensation” in the Summary Compensation Table of the Company’s 2006
Proxy Statement to be filed with the Commission on Schedule 14A. 
  
 Director
Compensation 
  
 Our directors historically have not received
directors’ fees. Beginning in 2005, non-employee directors will be compensated as outlined in the table below. Mr. Davis, who was appointed to the board of directors pursuant to the Stockholders Agreement, receives a fee of $1,000 for each
board and committee meeting he attends. In addition, Mr. Davis receives an annual retainer fee of $25,000. All directors are reimbursed for their reasonable out-of-pocket travel expenses. In addition, directors of the Company may receive stock
options pursuant to the Company’s Amended and Restated 2002 Long-Term Incentive Plan upon their election to the Board of Directors. Grants of stock options to directors, and the terms and conditions thereof, are made at the discretion of the
Compensation and Stock Option Committee. 
  

				
	 2005 Non-employee Director Compensation

	  	 
	 Annual Retainer
	  	$	2,000
	 Fee Per Board of Directors Meeting:
	  	 	 
	 In Person
	  	 	1,000
	 Via Telephone
	  	 	250
	 Quarterly fee for Audit and Compensation Committee Meeting Attendance
	  	 	500