Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT, dated as of December 16,
2005, by and between Insight Communications Company, Inc., a Delaware
corporation (the “Company”), and Michael S. Willner (“Executive”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, Executive has been employed by the Company
since 1985 and currently serves as its President and Chief Executive Officer;


 


WHEREAS, pursuant to the Agreement and Plan of Merger,
dated as of July 28, 2005 (the “Merger Agreement”), between Insight
Acquisition Corp. (“Acquisition Corp.”) and the Company, Acquisition
Corp. will merge with and into the Company, with the Company as the surviving
corporation (the “Merger”); and


 


WHEREAS, the Company desires that, from and after the
date of Closing (as defined in the Merger Agreement and such date, the “Commencement
Date”), Executive shall continue to serve in Executive’s current position,
and Executive desires to continue such employment, upon the terms set forth
herein.


 


NOW, THEREFORE, in consideration of the forgoing
premises and the mutual covenants and promises contained herein, and for other
good and valuable consideration, the Company and Executive hereby agree as
follows:


 


1.             Agreement
to Employ; No Conflicts.


 


Upon the terms and subject to the conditions of this
Agreement, the Company hereby agrees to employ Executive, and Executive hereby
accepts employment with the Company. 
Executive represents that (a) Executive is entering into
this Agreement voluntarily, and that Executive’s employment hereunder and
compliance with the terms and conditions hereof will not conflict with or
result in the breach by Executive of any agreement to which Executive is a
party or by which Executive may be bound, (b) Executive has not
violated, and in connection with Executive’s employment with the Company will
not violate, any non-competition, non-solicitation or other similar covenant or
agreement by which Executive is or may be bound, and (c) in
connection with Executive’s employment by the Company, Executive will not use
any confidential or proprietary information Executive may have obtained in
connection with employment with any prior employer (other than the Company and
its subsidiaries following the Commencement Date).


 





















 


2.             Term;
Position and Responsibilities.


 


(a)           Term.  This Agreement shall become effective upon,
and is conditioned upon the occurrence of, the Commencement Date.  Unless Executive’s employment shall sooner
terminate pursuant to Section 7, the Company shall employ Executive for a
term commencing on the Commencement Date and ending on the third anniversary
thereof (the “Initial Term”). 
Effective upon the expiration of the Initial Term and of each Additional
Term (as defined below), Executive’s employment hereunder shall be deemed to be
automatically extended, upon the same terms and conditions, for an additional
period of one year (each, an “Additional Term”), in each such case,
commencing upon the expiration of the Initial Term or the then current
Additional Term, as the case may be, unless, at least 120 days prior to the
expiration of the Initial Term or such Additional Term, the Company or
Executive, as the case may be, shall have notified the other party hereto in
writing that such extension shall not take effect.  The period during which Executive is employed
pursuant to this Agreement, including any extension thereof in accordance with
the preceding sentence, shall be referred to as the “Employment Period.”  Notwithstanding anything to the contrary in
this Section 2(a), no Additional Term shall commence after the date
Executive reaches age 65.


 


(b)           Position
and Responsibilities.  During the
Employment Period, Executive shall serve as President and Chief Executive
Officer of the Company; shall have such authority and responsibilities, and
perform such duties, as are customarily assigned to individuals serving in
those capacities at entities of the Company’s size and nature and consistent
with such authority, responsibilities and duties assigned to Executive by the
Company prior to the Commencement Date, and, subject to the control of the
Board of Directors (the “Board”), shall have general supervision,
direction and control of the business and officers of the corporation; and
shall perform such other reasonable employment duties and have such other
authority consistent with Executive’s titles and positions as the Board
specifies from time to time.  During the
Employment Period, Executive shall report directly and exclusively to the
Board.  Executive shall devote all of
Executive’s skill, knowledge and business time to the conscientious performance
of such duties and responsibilities, except for vacation time as set forth in Section 6(b),
absence for sickness or similar disability and time spent performing services
for any charitable, religious or community organizations, so long as such
services do not materially interfere with the performance of Executive’s duties
hereunder.


 


3.             Base
Salary.


 


As compensation for the services to be performed by
Executive during the Employment Period, the Company shall pay Executive a base
salary at an annualized rate of $698,500 payable in periodic installments in
accordance with the Company’s regular payroll dates (but no less frequently
than monthly).  The Compensation
Committee of the Board (the “Committee”) shall review Executive’s base
salary annually during the


 


2





















 


Employment
Period and, in its sole discretion, may increase such base salary from time to
time.  The annual base salary payable to
Executive under this Section 3, as the same may be increased from time to
time, shall hereinafter be referred to as the “Base Salary.”


 


4.             Incentive
Compensation.


 


(a)           Annual
Cash Bonus.  During the Employment
Period, Executive shall be entitled to an annual cash bonus opportunity for
each of the Company’s fiscal years, subject to and based on the attainment by
Executive and the Company of individual and financial performance targets to be
determined by the Committee upon the recommendations of Executive and Sidney
Knafel (the “Bonus Plan”).  For
each fiscal year of the Company, Executive shall have a minimum cash bonus
opportunity under the Bonus Plan of up to 50% of Executive’s Base Salary for
such fiscal year.  Notwithstanding
anything to the contrary contained in this Agreement or any Bonus Plan and
except as set forth in Section 7(e)(i) or Section 7(e)(iii),
Executive shall be entitled to receive a bonus for any given fiscal year
pursuant to this Section 4(a) (and the Bonus Plan) only if Executive
is employed on the last day of such fiscal year.  Bonuses, if any, to senior executives shall
be paid no later than 2 1⁄2 months after the end of the relevant fiscal year.


 


(b)           Management
Bonus Pool.  During the Employment
Period, in addition to the Annual Cash Bonus set forth in Section 4(a),
Executive shall be entitled to participate in the Bonus Pool to be established
as provided in the Securityholders Agreement to be entered into among the
Company and its shareholders upon consummation of the Merger (the “Securityholders
Agreement”) and shall be allocated and awarded such cash bonus
opportunities as may be approved from time to time by the Committee and subject
to the terms and provisions of such Bonus Pool. 
Notwithstanding anything to the contrary contained in this Agreement or
the Securityholders Agreement and except as set forth in Section 7(e)(i) or
Section 7(e)(iii), Executive shall be entitled to receive a bonus pursuant
to this Section 4(b) only if Executive is employed by the Company on
the last day of the period to which such bonus relates.


 


(c)           Equity.  In connection with the Closing (as defined in
the Merger Agreement), Executive shall become a party to the Exchange Agreement
(as defined in the Merger Agreement) and, in connection therewith, shall
acquire one or more shares of stock of the Company, which shall be issued
pursuant to, and in accordance with, such Exchange Agreement and the Merger
Agreement.  Executive shall also be
entitled to receive a grant of Series E and Series F common stock of
the Company as described in the Principal’s Agreement, dated as of July 28,
2005, as amended, among the Company, Sidney R. Knafel, Executive, Carlyle
Partners III Telecommunications, L.P., Carlyle Partners IV Telecommunications,
L.P., CP III Coinvestment, L.P. and CP IV Coinvestment, L.P. (the “Principal’s
Agreement”).  The subscription
agreements relating to the grants of such stock (and/or the related benefit
plan) shall provide, among other


 


3





















 


matters, that (i) with
respect to grants of Series F common stock and grants of Series E
common stock with a Participation Level of $11.75 per share, 10% of the shares
issued to Executive shall vest immediately upon issuance, 20% shall vest at the
end of each of the four years following the Commencement Date, and the
remaining 10% shall vest at the end of the fifth year the Commencement Date,
subject, in each case, to Executive’s continued employment through the date of
vesting, (ii) all unvested shares of Series E and Series F
common stock issued to the Executive shall vest upon the consummation of a Sale
of the Company (as defined in the relevant benefit plan document or
subscription agreement) or in the event that Executive’s employment terminates
due to Executive’s death or is terminated by the Company due to Executive’s
Disability (as hereinafter defined), (iii) upon a termination of
Executive’s employment by the Company without Cause (as hereinafter defined) or
by the Executive for Good Reason (as hereinafter defined), (x) all of
Executive’s unvested Series E common stock shall immediately vest and (y)
a number of Executive’s unvested shares of Series F common stock equal to
the amount, if any, by which one-half of the total number of shares of
Executive’s vested and unvested Series F common stock exceeds the number
of shares of Executive’s Series F common stock that had vested as of the
date of such termination shall immediately vest and (iv) notwithstanding
anything in this Agreement or in the applicable subscription agreements and/or
related benefit plan to the contrary, under no circumstances will any of
Executive’s vested shares be forfeited. 
For purposes of this Section 4(c), “Disability” means the inability
of Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last continuously through the final
vesting date of the applicable shares.


 


5.             Employee
Benefits.


 


During the Employment Period, Executive shall be
entitled to participate in any tax-qualified defined contribution plan, all
insurance programs, and all medical and other health benefit plans, in each
case, maintained by the Company for its senior executives on terms and
conditions set forth in such plans (as amended from time to time).


 


6.             Perquisites
and Expenses.


 


(a)           General.  During the Employment Period, Executive shall
be entitled to receive such perquisites as are generally provided by the
Company from time to time to its senior executive officers under the then
current policies and practices of the Company.


 


(b)           Vacation.  During the Employment Period, Executive shall
be entitled to four weeks of paid vacation per calendar year, without carryover
accumulation, which shall accrue in equal installments on a monthly basis.


 


4





















 


(c)           Company
Car.  During the Employment Period,
the Company shall provide for the benefit of Executive an automobile that is
commensurate with Executive’s titles and position hereunder and comparable to,
and on terms no less favorable than, that provided over the last 12
months.  The type of automobile that
shall be provided for Executive’s benefit shall be determined by Executive
consistent with the preceding sentence, subject to approval by the Committee;
provided that the cost to the Company shall be approved by the Committee.


 


7.             Termination
of Employment.


 


(a)           Termination
Due to Death or Disability.  In the
event that Executive’s employment hereunder terminates due to Executive’s death
or is terminated by the Company due to Executive’s Disability (as defined
below), Executive shall be entitled to receive only the payments or benefits
specified in Section 7(e)(iii).  For
purposes of this Agreement, “Disability” shall have the meaning given to
such term in the Company’s Long-Term Disability Plan.


 


(b)           Termination
by the Company.  The Company may
terminate Executive’s employment with the Company with or without Cause.  “Cause” shall mean (i) Executive’s
failure to substantially perform Executive’s duties hereunder (other than any
such failure due to Executive’s physical or mental illness), (ii) Executive’s
engaging in misconduct that has caused or is reasonably expected to result in
injury to the Company or any of its affiliates or any of their interests, (iii) Executive’s
breach of fiduciary duty or fraud with respect to the Company or any of its
affiliates, (iv) Executive’s conviction of, or entering a plea of
guilty or nolo  contendere to, a felony or other serious crime,
and (v) Executive’s material breach of any of Executive’s
obligations hereunder, under the Company’s Securityholders Agreement, under any
other written agreement or covenant with the Company, or under any written
policy, program or code of the Company; provided, however, that,
with respect to Sections 7(b)(i), 7(b)(ii) and 7(b)(v) , the Company
shall provide written notice to the Executive specifying in reasonable detail
the circumstances claimed to constitute Cause and, if such circumstances may be
corrected, such circumstances shall not constitute Cause unless and until the
Executive fails to correct the circumstances set forth in the Company’s written
notice within, with respect to Sections 7(b)(ii) or 7(b)(v), 30 days or,
with respect to Section 7(b)(i), 60 days of receipt of such notice; provided
further that, if the circumstances claimed to constitute Cause are not
fully curable at the time such written notice is provided and such
circumstances claimed to constitute Cause are the result of Executive’s mere
ordinary negligence or unintentional failure, act or omission and were carried
out (or omitted to be carried out) by the Executive in good faith, such
circumstances shall not constitute Cause unless the Executive fails to correct
the circumstances set forth in the Company’s written notice within the time
period specified in the first proviso to this Section 7(b) to the
extent such circumstances are then curable or if not fully curable, if the
uncured circumstances have resulted or are reasonably expected to result in
material injury to the


 


5





















 


Company or any of its
affiliates.  A termination for Cause
shall include a determination by the Board following the termination of the
Employment Period that circumstances existed during the Employment Period that
would have justified a termination by the Company for Cause.


 


(c)           Termination
by Executive.  Executive may
terminate his employment with the Company with or without Good Reason.  A termination of employment by Executive for “Good
Reason” shall mean a termination by Executive of Executive’s employment
with the Company, by written notice to the Company specifying in reasonable
detail the circumstances claimed to provide the basis for such termination,
within 45 days following the date on which Executive has actual knowledge of
the occurrence, without Executive’s consent, of any of the following events and
the failure of the Company to correct the circumstances set forth in Executive’s
written notice within 45 days of receipt of such notice: (i) the
assignment to Executive of duties that are significantly different from, and
that result in a substantial diminution of, the duties that Executive has or is
to assume on the Commencement Date, (ii) a reduction in the rate of
Executive’s Base Salary (other than in connection with an across the board
reduction of the base salaries of the senior executives of the Company that
results in an aggregate reduction in the rate of Executive’s Base Salary of no
more than ten percent (10%) during the Employment Period), (iii) a
material breach of this Agreement by the Company or (iv) the
Company delivers to Executive notice of the Company’s intent not to renew this
Agreement at the end of the Initial Term or at the end of any Additional Term
in accordance with Section 2(a). 
Executive agrees that a corporate reorganization by the Company and/or
its affiliates pursuant to which the Company ceases to exist or Executive’s
title is changed shall not constitute Good Reason hereunder so long as there is
no material diminution or change in the nature of Executive’s duties described
herein.


 


(d)           Notice
of Termination.  Any termination of
Executive’s employment by the Company pursuant to Section 7(a) or 7(b),
or by Executive pursuant to Section 7(c), shall be communicated by a
written Notice of Termination addressed to the other party to this
Agreement.  A “Notice of Termination”
shall mean a notice stating that Executive’s employment with the Company has
been or will be terminated and the specific provisions of this Section 7
under which such termination is being effected.


 


(e)           Payments
Upon Certain Terminations.


 


(i)            Termination
Without Cause or For Good Reason.  In
the event of a termination of Executive’s employment by the Company without
Cause or a termination by Executive of Executive’s employment for Good Reason
in either such case during the Employment Period, the Company shall pay to
Executive (or, following Executive’s death, Executive’s beneficiaries) any
accrued and unpaid Base Salary and vacation earned through the Date of
Termination, plus, as liquidated damages in respect of claims based on
provisions of this Agreement


 


6





















 


and provided that Executive executes and delivers a
general release of all claims in substantially the form set forth as Exhibit A
to this Agreement, which release shall not have been revoked,  (x) an amount, payable in one lump sum
during the fiscal year after the Date of Termination on or about the same time
as other senior executives receive their annual incentive bonus from the
Company for the fiscal year of the Company that includes the Date of
Termination, equal to the product of (A) Executive’s annual cash
bonuses for the fiscal year which includes the Date of Termination as determined
in accordance with Sections 4(a) and 4(b), and (B) a fraction,
the numerator of which is equal to the number of days in such fiscal year that
precede the Date of Termination and the denominator of which is equal to 365, plus,
(y) continued payment of his Base Salary for the greater of the balance
of the Initial Term or 12 months (the “Severance Period”), which shall
be payable in installments on the Company’s regular payroll dates, plus,
(z) a series of lump sum payments, payable each fiscal year of the
Company beginning with the fiscal year of the Company after the Date of
Termination and ending with the final lump sum payment in the fiscal year of
the Company after the fiscal year that includes the last day of the Severance
Period on or about the same time as other senior executives receive their
annual incentive bonus from the Company for each applicable fiscal year of the
Company, for each fiscal year (or part thereof) during the Severance Period,
with the amount of such lump sum payment equal with respect to each fiscal year
to the annual cash bonuses for each such fiscal year determined in accordance
with Sections 4(a) and 4(b) as if Executive were employed through the
end of the Severance Period except that Executive’s cash bonus opportunity
shall be the same as the opportunity he had in the fiscal year prior to the
fiscal year that includes the Date of Termination and the amount of such annual
cash bonuses for each such fiscal year shall be determined as if performance
targets with respect to each such fiscal year were satisfied to the same extent
such performance targets were satisfied during the year prior to the year that
includes the Executive’s Date of Termination (with any bonuses for any partial
fiscal year in the Severance Period determined as equal to the product of (A) Executive’s
annual cash bonuses for the applicable fiscal year determined as provided above
in this subclause (z) of this Section 7(e)(i), and (B) a
fraction, the numerator of which is equal to the number of days in such partial
fiscal year after the Date of Termination and during the Severance Period, and
the denominator of which is equal to 365); provided, however,
that in the event such termination of employment occurs within one year
following any Sale (as defined in the Securityholders Agreement), any payments
to which Executive is entitled under this Section 7(e)(i) shall be
payable in one lump sum on the seventh day after the Date of Termination,
assuming, for purposes of subclause (x) of this Section 7(e)(i), that all
performance targets for the year including the Date of Termination were
satisfied and, for purposes of subclause (z) of this Section 7(e)(i), that
the size of the management bonus pool was the same as immediately prior to the
Sale.  Notwithstanding anything to the
contrary contained herein, if the timing of any or


 


7





















 


all of the payments or the continued provision of any
benefits under this Section 7(e) or any other provision of this
Agreement are subject to the special timing rule contained in sections
409A(a)(2)(A)(i) and 409A(a)(2)(B)(i) of the Internal Revenue Code of
1986 (as amended, the “Code”), such payments or provision that Executive
would otherwise be entitled to receive during the first six months after
termination of employment shall be accumulated and paid or provided on the
first business day after the six month anniversary of termination of employment
in a single lump sum or in such other manner as permitted under section 409A
of the Code or the regulations thereunder without payment of any additional
taxes thereunder.


 


(ii)           Continued
Welfare Benefits.  If Executive’s
employment shall terminate and Executive is entitled to receive continued
payments of Executive’s Base Salary under Section 7(e)(i), the Company
shall continue to provide to Executive until the earlier of the end of the
Severance Period and December 31 of the second calendar year following the
calendar year in which the Date of Termination occurred, the welfare benefits
referred to in Section 5 to the extent permitted under applicable law and
the plans governing such benefits.


 


(iii)          Termination
Due to Death, Disability, or For Cause or Without Good Reason.  If Executive’s employment shall terminate due
to Executive’s death or Disability or if the Company shall terminate Executive’s
employment for Cause or Executive shall terminate Executive’s employment
without Good Reason, in each case, during the Employment Period, the Company
shall pay Executive (or, following Executive’s death, Executive’s
beneficiaries), (y) any accrued and unpaid Base Salary and earned
vacation through the Date of Termination, plus, if Executive’s
employment shall terminate due to Executive’s death or Disability (z) an
amount, payable in one lump sum 30 days after the Date of Termination, equal to
the product of (A) Executive’s annual cash bonuses for the fiscal
year which includes the Date of Termination determined as if all performance
targets for such year had been satisfied and as if the Executive had been
employed through the end of such fiscal year or the last day of the period to
which the bonus relates, and (B) a fraction, the numerator of which
is equal to the number of days in such fiscal year that precede the Date of
Termination and the denominator of which is equal to 365.


 


(iv)          Effect
of Termination on Other Plans and Programs. 
In the event that Executive’s employment with the Company is terminated
for any reason, Executive shall be entitled to receive all amounts payable and
benefits accrued under any otherwise applicable plan, policy, program or
practice of the Company in which Executive was a participant during Executive’s
employment with the Company in accordance with the terms thereof, provided
that Executive shall not be entitled to receive any payments or benefits under
any such plan, policy,


 


8





















 


program or practice
providing any bonus, severance or incentive compensation and the provisions of
this Section 7(e) shall supersede the provisions of any such plan,
policy, program or practice.


 


(v)           Effect
of Termination on Company Car. 
Except as provided below, Executive shall surrender on the Date of
Termination the automobile provided for Executive’s benefit pursuant to Section 6(c);
provided  that to the extent Executive terminates employment
without Good Reason, Executive shall surrender such automobile on his last day
of employment with the Company.  If the
Company terminates Executive’s employment without Cause or the Executive
terminates employment for Good Reason, Executive may continue to use the
automobile provided pursuant to Section 6(c) until the end of the
Severance Period, at which time Executive shall surrender such automobile.


 


(vi)          Limitation
on Benefits.  Notwithstanding
anything to the contrary contained in this Agreement, to the extent that any of
the payments and benefits provided for under this Agreement or any other
agreement or arrangement between the Company and Executive (collectively, the “Payments”)  (i) constitute a “parachute payment”
within the meaning of Section 280G of the Code and (ii) but for this Section 7(e)(vi),
would be subject to the excise tax imposed by Section 4999 of the Code,
then the Payments shall be payable either (i) in full or (ii) as to
such lesser amount which would result in no portion of such Payments being
subject to excise tax under Section 4999 of the Code; whichever of the
foregoing amounts, taking into account the applicable federal, state and local
income taxes and the excise tax imposed by Section 4999, results in
Executive’s receipt on an after-tax basis, of the greatest amount of benefits
under this Agreement, notwithstanding that all or some portion of such benefits
may be taxable under Section 4999 of the Code.  Unless Executive and the Company otherwise
agree in writing, any determination required under this Section shall be
made in writing by the Company’s independent public accountants (the “Accountants”),
whose determination shall be conclusive and binding upon Executive and the
Company for all purposes.  For purposes
of making the calculations required by this Section, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may
rely in reasonable, good faith interpretations concerning the application of Section 280G
and 4999 of the Code.  The Company and
Executive shall furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make a determination under
this Section.  The Company shall bear all
costs the Accountants may reasonably incur in connection with any calculations
contemplated by this Section. If any Payments would be reduced pursuant to the
immediately preceding sentence but would not be so reduced if the stockholder
approval requirements of section 280G(b)(5) of the Code are
satisfied, the Company shall use its reasonable best efforts to cause such


 


9





















 


payments to be submitted
for such approval prior to the event giving rise to such payments.  If the limitation set forth in this Section 7(e)(vi) is
applied to reduce an amount payable to Executive, and the Internal Revenue
Service successfully asserts that, despite the reduction, Executive has
nonetheless received payments which are in excess of the maximum amount that
could have been paid to Executive without being subjected to any excise tax,
then, unless it would be unlawful for the Company to make such a loan or
similar extension of credit to Executive, Executive may repay such excess
amount to the Company as though such amount constitutes a loan to Executive
made at the date of payment of such excess amount, bearing interest at 120% of
the applicable federal rate (as determined under section 1274(d) of
the Code in respect of such loan).


 


(f)            Date of
Termination.  As used in this
Agreement, the term “Date of Termination” shall mean (i) if
Executive’s employment is terminated by Executive’s death, the date of
Executive’s death, and (ii) if Executive’s employment is terminated
for any other reason, the latest of the date on which Notice of Termination is
given, the date of termination specified in such notice, and the date any
applicable correction period ends.


 


(g)           Resignation
upon Termination.  Effective as of
any Date of Termination under this Section 7 or otherwise as of the date
of Executive’s termination of employment with the Company, Executive shall
resign, in writing, from all positions then held by Executive with the Company
and its affiliates.


 


(h)           Cessation
of Professional Activity.  Upon delivery
of a Notice of Termination by any party the Company may relieve Executive of
Executive’s responsibilities described in Section 2(b) and require
Executive to immediately cease all professional activity on behalf of the
Company.


 


8.             Restrictive
Covenants.


 


(a)           Unauthorized
Disclosure.  From the date hereof,
and during any period of employment with the Company or any of its affiliates
and following any termination thereof, without the prior written consent of the
Board or its authorized representative, except to the extent required by an
order of a court having jurisdiction or under subpoena from an appropriate
government agency, in which event, Executive shall use Executive’s best efforts
to consult with the Board prior to responding to any such order or subpoena,
and except as required in the performance of Executive’s duties hereunder,
Executive shall not disclose any confidential or proprietary trade secrets,
customer lists, drawings, designs, information regarding product development,
marketing plans, sales plans, manufacturing plans, management organization
information (including but not limited to data and other information relating
to members of the Board, the Company or any of its affiliates or to the
management of the Company or any of its affiliates), operating policies


 


10





















 


or manuals, business
plans, financial records, packaging design, marketing, sales or customer
information, or other financial, commercial, business or technical information (a) relating
to the Company or any of its affiliates or (b) that the Company or
any of its affiliates may receive belonging to suppliers, customers or others
who do business with the Company or any of its affiliates (collectively, “Confidential
Information”) to any third Person (as defined below) unless such
Confidential Information has been previously disclosed to the public or is in
the public domain (in each case, other than by reason of Executive’s breach of
this Section 8(a)).


 


(b)           Non-Competition.  During the period commencing on the date
hereof and ending on the last day of the Severance Period (the “Restriction
Period”).  Executive shall not,
except with the prior written consent of the Board, directly or indirectly, own
any interest in, operate, join, control or participate as a partner, director,
principal, officer, or agent of, enter into the employment of, act as a
consultant to, or perform any services for any entity which has operations that
compete in any material respect with the Company in any jurisdiction in which
the Company or any of its subsidiaries is engaged, or in which any of the
foregoing has documented plans to become engaged of which Executive has
knowledge at the time of Executive’s termination of employment (the “Business”),
except where (i) Executive’s interest or association with such
entity does not in any way relate to the Business, and (ii) Executive
and such company prior to Executive commencing any such employment certify in a
notarized statement that the position satisfies the requirements of
clause (i) above. 
Notwithstanding anything herein to the contrary, the foregoing shall not
prevent Executive from acquiring as an investment securities representing not
more than two percent (2%) of the outstanding voting securities of any publicly
held corporation.


 


(c)           Non-Solicitation
of Employees.  During the Restriction
Period, Executive shall not, directly or indirectly, for Executive’s own
account or for the account of any other natural person, firm, partnership,
limited liability company, association, corporation, company, trust, business
trust, governmental authority or other entity (each, a “Person”) in any
jurisdiction in which the Company or any of its affiliates has commenced or has
made plans to commence operations during the Employment Period, (i) solicit
for employment, employ or otherwise interfere with the relationship of the
Company or any of its affiliates with any natural person throughout the world
who is or was employed by or otherwise engaged to perform services for the
Company or any of its affiliates at any time during the Employment Period (in
the case of any such activity during such time) or during the twelve-month
period preceding such solicitation, employment or interference (in the case of
any such activity after the Date of Termination or otherwise as of the date of
Executive’s termination of employment with the Company), other than any such
solicitation or employment on behalf of the Company or any of its affiliates
during the Employment Period, or (ii) induce any employee of the
Company or any of its affiliates who is a member of management to engage in any
activity which


 


11





















 


Executive is prohibited
from engaging in under any of paragraphs of this Section 8 or to terminate
his or her employment with the Company.


 


(d)           Non-Solicitation
of Customers or Suppliers.  During
the Restriction Period, Executive shall not, directly or indirectly, for
Executive’s own account or for the account of any other Person, in any jurisdiction
in which the Company or any of its affiliates has commenced or made plans to
commence operations, solicit or otherwise attempt to establish any business
relationship of a nature that is competitive with the business or relationship
of the Company or any of its affiliates with any Person throughout the world
which is or was a customer, client, distributor, supplier or vendor of the
Company or any of its affiliates at any time during the Employment Period (in
the case of any such activity during such time) or during the twelve-month
period preceding such solicitation (in the case of any such activity after the
Date of Termination or otherwise as of the date of Executive’s termination of
employment with the Company), other than any such solicitation or establishment
on behalf of the Company or any of its affiliates during the Employment Period.


 


(e)           Return
of Documents.  In the event of the
termination of Executive’s employment for any reason, Executive shall deliver
to the Company (a) all property of the Company and its affiliates
then in Executive’s possession, and (b) all documents and data of
any nature and in whatever medium of the Company and its affiliates, and
Executive shall not take with Executive any such property, documents or data or
any reproduction thereof, or any documents containing or pertaining to any
Confidential Information.


 


9.             Injunctive
Relief with Respect to Covenants; Certain Acknowledgments; Forfeiture.


 


(a)           Executive
acknowledges and agrees that Executive will have a prominent role in the
management of the business, and the development of the goodwill, of the Company
and its affiliates, and has and will establish and develop relations and
contacts with the principal customers and suppliers of the Company and its
affiliates in the United States of America and the rest of the world, all of
which constitute valuable goodwill of, and could be used by Executive to
compete unfairly with, the Company and its affiliates and that (i) in
the course of his employment with the Company, Executive will obtain
confidential and proprietary information and trade secrets concerning the
business and operations of the Company and its affiliates in the United States
of America and the rest of the world that could be used to compete unfairly
with the Company and its affiliates; (ii) the covenants and
restrictions contained in Section 8 are intended to protect the legitimate
interests of the Company and its affiliates in their respective goodwill, trade
secrets and other confidential and proprietary information; and (iii) Executive
desires to be bound by such covenants and restrictions.


 


12





















 


(b)           Executive
acknowledges and agrees that the covenants, obligations and agreements of
Executive contained in Section 8 relate to special, unique and
extraordinary matters and that a violation of any of the terms of such
covenants, obligations or agreements will cause the Company and its affiliates
irreparable injury for which adequate remedies are not available at law.  Therefore, Executive agrees that the Company
shall be entitled to an injunction, restraining order or such other equitable
relief (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain Executive from
committing any violation of such covenants, obligations or agreements.  These injunctive remedies are cumulative and
in addition to any other rights and remedies the Company and its affiliates may
have.


 


(c)           Executive
agrees that in the event Executive breaches any provision of Section 8
hereof in any material respect following the Date of Termination, the Company
shall provide written notice to the Executive specifying in reasonable detail
the circumstances claimed to provide the basis for such breach and if the
Executive fails to correct the circumstances set forth in the Company’s written
notice within 30 days of receipt of such notice, in addition to any remedy at
law or in equity, Executive shall (i) not be entitled to receive,
if not already paid, the payments or benefits described in Section 7(e)(i) hereof
(other than any accrued and unpaid Base Salary and vacation days earned as of
the Date of Termination), and (ii) return to the Company any and
all payments previously made the Company or any of its affiliates pursuant to Section 7(e)(i) within
15 days after written demand for such repayment is made to Executive by the
Company; provided, however, that if the circumstances claimed to
constitute the basis for such breach are not fully curable at the time such
written notice is provided and such circumstances claimed to constitute the
breach are the result of Executive’s mere ordinary negligence or unintentional
failure, act or omission and were carried out (or omitted to be carried out) by
the Executive in good faith, such circumstances shall not constitute a material
breach for purposes of this paragraph unless the Executive fails to correct the
circumstances set forth in the Company’s written notice within the 30-day time
period to the extent such circumstances are then curable or if not fully
curable, if the uncured circumstances have resulted or are reasonably expected
to result in material injury to the Company or any of its affiliates.


 


10.           Entire
Agreement.


 


This Agreement, the Securityholders Agreement, section 6.1
of the Principal’s Agreement, the right of Executive to indemnity under section 5.03
of the Merger Agreement, the rights of Executive under the Insight
Communications Company, Inc. 1999 Equity Incentive Plan and any awards
granted thereunder and the rights of Executive to benefit claims and accrued
benefits under any employee pension and health or welfare benefit plan or
payroll practice of the Company that is not specifically covered by this
Agreement and that arose or are attributable to the period of employment prior
to the Commencement Date constitute the entire agreement among the parties
hereto with


 


13





















 


respect
to the subject matter hereof, and supersedes all undertakings and agreements,
whether oral or in writing, previously entered into by the parties with respect
thereto.  All prior correspondence and
proposals (including but not limited to summaries of proposed terms) and all
prior offer letters, promises, representations, understandings, arrangements
and agreements relating to such subject matter (including but not limited to
those made to or with Executive by any other Person) are merged herein and
superseded hereby.


 


11.           Indemnification.


 


The Company hereby agrees that it shall indemnify and
hold harmless Executive to the fullest extent permitted by law from and against
any and all liabilities, costs, claims and expenses, including all costs and
expenses incurred in defense of litigation (including attorneys’ fees), arising
out of the employment of Executive hereunder, except to the extent arising out
of or based upon the gross negligence or willful misconduct of Executive or a
breach of any of Executive’s agreements, covenants or warranties hereunder with
respect to which breach the Executive fails to correct the circumstances
claimed by the Company to provide the basis for such breach within 30 days of
Executive’s receipt of written notice from the Company specifying in reasonable
detail such circumstances claimed to provide the basis for such breach; provided,
however, that if the circumstances claimed to constitute the basis for
such breach are not fully curable at the time such written notice is provided
and such circumstances claimed to constitute the breach are the result of
Executive’s mere ordinary negligence or unintentional failure, act or omission
and were carried out (or omitted to be carried out) by the Executive in good
faith, such circumstances shall not constitute a breach for purposes of this
paragraph unless the Executive fails to correct the circumstances set forth in
the Company’s written notice within the 30-day time period to the extent such
circumstances are then curable or if not fully curable, if the uncured
circumstances have resulted or are reasonably expected to result in material
injury to the Company or any of its affiliates. 
Costs and expenses incurred by Executive in defense of such litigation
(including attorneys’ fees) shall be paid by the Company in advance of the
final disposition of such litigation upon receipt by the Company of (a) a
written request for payment, (b) appropriate documentation
evidencing the incurrence, amount and nature of the costs and expenses for
which payment is being sought, and (c) an undertaking adequate
under applicable law made by or on behalf of Executive to repay the amounts so
paid if it shall ultimately be determined that Executive is not entitled to be
indemnified by the Company under this Agreement, including but not limited to
as a result of such exception.  The
Company, on the one hand, and Executive, on the other hand, will consult in
good faith with respect to the conduct of any such litigation, and Executive’s
counsel shall be selected with the consent of the Company.  For the avoidance of doubt, the Company shall
not pay, reimburse, or indemnify Executive from and against any liabilities,
costs, claims and expenses of any nature relating to the negotiation of or,
except as provided in Section 12(b), enforcement of or any dispute
pertaining to the terms of this Agreement.


 


14





















 


12.           Miscellaneous.


 


(a)           Binding
Effect; Assignment.  This Agreement
shall be binding on and inure to the benefit of the Company, and its successors
and permitted assigns.  This Agreement shall
also be binding on and inure to the benefit of Executive and Executive’s heirs,
executors, administrators and legal representatives.  This Agreement shall not be assignable by any
party hereto without the prior written consent of the other party hereto,
except as provided pursuant to this Section 12(a).  The Company may effect such an assignment
without prior written approval of Executive upon the transfer of all or
substantially all of its business and/or assets (by whatever means).


 


(b)           Governing
Law, etc.


 


(i)            This
agreement shall be governed in all respects, including as to interpretation,
substantive effect and enforceability, by the internal laws of the State of New
York, without regard to conflicts of laws provisions thereof that would require
application to the laws of another jurisdiction other than those that are
mandatorily applicable.


 


(ii)           Each
party acknowledges and agrees that any controversy which may arise under this
Agreement is likely to involve complicated and difficult issues, and therefore
each party hereby irrevocably and unconditionally waives any right such party
may have to a trial by jury in respect of any litigation directly or indirectly
arising out of or relating to this Agreement, or the breach, termination or
validity of this Agreement, or the transactions contemplated by this
Agreement.  Each party certifies and
acknowledges that (i) no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such other party
would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each
such party understands and has considered the implications of this waiver, (iii) each
such party makes this waiver voluntarily, and (iv) each such party
has been induced to enter into this Agreement by, among other things, the
mutual waivers and certifications in this Section 12(b).


 


(iii)          In
the event the Executive prevails in any contest by Executive to enforce his
rights under this Agreement or another dispute pertaining to the terms of this
Agreement commenced by either party, the Company shall pay, to the full extent
permitted by law, all legal fees and expenses which the Executive may
reasonably incur as a result.


 


(iv)          In
the event that the Company refuses or otherwise fails to make a payment when
due and it is ultimately decided by a court of competent jurisdiction that the
Executive is entitled to such payment, such payment shall be increased to
reflect an interest equivalent for the period of delay, compounded


 


15





















 


annually, equal to the
rate of the Company’s revolving credit in effect during the period of
non-payment.


 


(c)           Taxes.  The Company shall have the power to withhold,
or require Executive to remit to the Company promptly upon notification of the
amount due, an amount sufficient to satisfy the statutory minimum amount of all
Federal, state, local and foreign withholding tax requirements with respect to
any payment of cash, or issuance or delivery of any other property hereunder to
Executive or any third party, and the Company may defer any such payment of
cash or issuance or delivery of such other property until such requirements are
satisfied.


 


(d)           Amendments;
Waiver.  No provision of this
Agreement may be modified, waived or discharged unless such modification,
waiver or discharge is approved by the Board or a Person authorized thereby and
is agreed to in writing by Executive and, in the case of any such modification,
waiver or discharge affecting the rights or obligations of the Company, is
approved by the Board or a Person authorized thereby.  No waiver by any party hereto at any time of
any breach by any other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time.  No waiver
of any provision of this Agreement shall be implied from any course of dealing
between or among the parties hereto or from any failure by any party hereto to
assert its rights hereunder on any occasion or series of occasions.


 


(e)           Severability.  In the event that any one or more of the
provisions of this Agreement shall be or become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.


 


(f)            Blue
Pencil.  Executive and the Company
agree that the covenants contained in Section 8 hereof are reasonable
covenants under the circumstances, and further agree that if, in the opinion of
any court of competent jurisdiction such covenants are not reasonable in any
respect, such court shall have the right, power and authority to excise or
modify such provision or provisions of these covenants as to the court shall
appear not reasonable and to enforce the remainder of these covenants as so
amended.


 


(g)           Notices.  Any notice or other communication required or
permitted to be delivered under this Agreement shall be (i) in
writing, (ii) delivered personally, by courier service or by
certified or registered mail, first-class postage prepaid and return receipt
requested, (iii) deemed to have been received on the date of
delivery or, if so mailed, on the third business day after the mailing thereof,
and (iv) addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in accordance with the terms
hereof):


 


16





















 


(A)          If
to the Company, to it at:


 


	
   

  	
   

  	
  Insight Communications Company, Inc.

  
	
   

  	
   

  	
  810 Seventh Avenue

  
	
   

  	
   

  	
  New York, NY 10019

  
	
   

  	
   

  	
  Tel: (917) 286-2300

  
	
   

  	
   

  	
  Fax: (917) 286-2301

  
	
   

  	
   

  	
  Attention: General Counsel

  



 


(B)           If
to Executive, to Executive him at Executive’s residential address as currently
on file with the Company.


 


Copies of any notices or other communications given
under this Agreement shall also be given to:


 


	
   

  	
   

  	
  The Carlyle Group

  
	
   

  	
   

  	
  1001 Pennsylvania Avenue, NW

  
	
   

  	
   

  	
  Suite 220 South

  
	
   

  	
   

  	
  Washington, DC 20004

  
	
   

  	
   

  	
  Tel: (202) 729-5626

  
	
   

  	
   

  	
  Fax: (202) 347-1818

  
	
   

  	
   

  	
  Attention: William E. Kennard

  



 


and to:


 


	
   

  	
   

  	
  Debevoise & Plimpton

  
	
   

  	
   

  	
  919 Third Avenue

  
	
   

  	
   

  	
  New York, New York 10022

  
	
   

  	
   

  	
  Tel: (212) 909-6000

  
	
   

  	
   

  	
  Fax: (212) 909-6836

  
	
   

  	
   

  	
  Attention: Jeffrey J.
  Rosen, Esq.

  



 


(h)           Survival.  The Company and Executive hereby agree that
certain provisions of this Agreement, including, but not limited to, Sections
8, 9, 10, 11 and 12, shall survive the expiration of the Employment Period in
accordance with their terms.


 


(i)            Condition
Precedent.  This Agreement shall be
of no force and effect if the Merger (as defined in the Merger Agreement) does
not become effective, and shall automatically expire if the Merger Agreement is
terminated prior to the Commencement Date.


 


(j)            Further
Assurances.  Each party hereto agrees
with the other party hereto that it will cooperate with such other party and
will execute and deliver, or cause to be executed and delivered, all such other
instruments and documents, and will take such


 


17





















 


other actions, as such
other party may reasonably request from time to time to effectuate the
provisions and purposes of this Agreement.


 


(k)           Legal
Review.  Executive hereby represents
that Executive has had the opportunity to review this Agreement carefully and
to consult with counsel prior to the execution of this Agreement and that
Executive does fully understand all the terms of this Agreement.


 


(l)            Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.  The parties hereto agree to accept a signed
facsimile copy of this Agreement as a fully binding original.


 


(m)          Headings.  The section and other headings contained
in this Agreement are for the convenience of the parties only and are not
intended to be a part hereof or to affect the meaning or interpretation hereof.


 


— Signature Page Follows
—


 


18





















 


IN WITNESS WHEREOF, the Company has duly executed this
Agreement by their authorized representatives, and Executive has hereunto set
his hand, in each case effective as of the date first above written.


 


	
   

  	
  INSIGHT COMMUNICATIONS

  COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   MICHAEL S.
  WILLNER

  



 


19