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EXHIBIT 10.02.3  


 
 

AMENDED AND RESTATED
  ADELPHIA COMMUNICATIONS CORPORATION
  EXECUTIVE VICE PRESIDENT CONTINUITY PROGRAM    
    


	1.
	APPLICABILITY



        The
Amended and Restated Adelphia Communications Corporation Executive Vice President Continuity Program (the "Program") applies to those Executive Vice Presidents of Adelphia
Communications Corporation, a Delaware corporation (the "Company") and those of its affiliates that are debtors and debtors in possession under chapter 11 of title 11 of the United States Code whose
cases (collectively, the "Chapter 11 Case") are jointly administered under case number 02-41729 (REG) (each, a "Debtor", and collectively, the "Debtors" or "Adelphia"), and who are
selected to participate in accordance with Section 3 of this Program. 


	2.
	PURPOSE AND EFFECTIVE DATE



        (a)   The
purpose of this Program is to encourage "Participants" (as defined in Section 3) to continue their employment with the Debtors during the period of the
Chapter 11 Case by establishing a program governing the circumstances under which a Participant will be eligible to receive a stay bonus (the "Bonus", and collectively, the "Bonuses") in connection
with the Participant's continued employment through the closing date of a Change in Control. 


        (b)   The
Program is adopted and effective as of April 20, 2005 (the "Effective Date") in accordance with an order issued by the United States Bankruptcy Court for the
Southern District of New York (the "Bankruptcy Court"). This Program is amended and restated effective on the date that a Change in Control occurs. 


	3.
	ELIGIBILITY AND AMOUNT OF BONUSES




        Those
employees of the Debtors who have received written notice from the "Program Administrator" (as defined below) that they have been selected for coverage under the Program shall be
eligible to participate in the Program (each a "Participant"). Such notice shall set forth the amount of each Participant's Bonus and shall be distributed as soon as practicable following the
Effective Date. The date of such notice shall be referred to as the "Participation Date." 


	4.
	PAYMENT OF BONUS



        Subject
to Section 5 below, unless otherwise agreed between the Company and a Participant, the Bonuses shall be payable in one lump sum payment on the date on which a Change in
Control occurs; provided, the Participant is employed by a Debtor on or immediately prior to the date on which such Change in Control occurs. 


	5.
	TERMINATION OF EMPLOYMENT



        (a)   Notwithstanding
anything contained herein to the contrary, in the event a Participant's employment is terminated at any time from the Participation Date through the date
on or immediately prior to the date on which a Change in Control occurs, as a result of death, "Disability" (as defined in the Company's long term disability insurance plan), or by a Debtor without
"Cause" (as defined below), such Participant (or his/her beneficiary in the event of death) shall be entitled to receive his/her Bonus if the Chief Executive Officer of the Company ("CEO"), in his
sole discretion, determines that such Participant is entitled to receive such amounts, such amount payable on the date on which such Change in Control occurs. 


        (b)   In
the event a Participant voluntarily terminates employment with a Debtor, or his/her employment is terminated for any reason other than the reasons set forth in
Section 5(a) above, prior to the date on which a Change in Control occurs, such Participant shall be ineligible to receive his/her Bonus or any other benefit under this Program. 








 




        (c)   Notwithstanding
anything contained herein to the contrary, a Participant may be required to execute an agreement releasing any and all claims the Participant may have
against, among others, the Debtors or their current or former shareholders, officers, employees or directors, each of the foregoing in their capacity as such, (the "Release") and any applicable
revocation period set forth in the Release must have expired, before he/she will receive payment of his/her Bonus. 



        (d)   Notwithstanding
anything contained herein to the contrary, the obligation of the Debtors to a Participant to make any payments under this Program shall cease and the
Participant agrees to pay to the Debtors, upon written demand of the Company, in a single cash, lump sum, the net after-tax amounts received under this Program, if the Participant breaches
any restrictive covenant that he/she is bound to pursuant to any agreement with one or more of the Debtors, or an employee benefit plan of one or more of the Debtors. 



	6.
	DEFINITIONS. For purposes of this Program, the following definitions shall apply: 




        (a)   "Bankruptcy
Plan" shall mean the plan or plans of reorganization involving the Company in connection with its Chapter 11 Case. 


        (b)   "Board"
shall mean the board of directors of the Company. 


        (c)   "Cause"
shall have the meaning set forth in any employment agreement a Participant has entered into with a Debtor;  provided, however, that if a Participant is not
party to such an employment agreement, "Cause" shall
mean: (i) a Participant's refusal or repeated failure to perform the duties assigned to him or her; (ii) any act by the Participant that has the effect of injuring the reputation or
business of the Debtor for which the Participant is employed; (iii) the conviction by the employee of a felony; (iv) any violation by the Participant of the rules, regulations or
policies of the Debtor for which the Participant is employed; (v) theft by the Participant; or (vi) commission by the Participant of an act of gross misconduct, fraud or embezzlement. 


        (d)   "Change
in Control" shall mean the occurrence of any of the following events pursuant to the terms of a definitive written agreement with one or more of the Debtors: 



        (i)    Consummation
of an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") (a "Person")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either
(A) the then-outstanding shares of common stock of the Company issued pursuant to the Bankruptcy Plan (the "Outstanding Company Common Stock") or (B) the combined voting
power of the then-outstanding voting securities of the Company issued pursuant to the Bankruptcy Plan entitled to vote generally in the election of directors (the "Outstanding Company
Voting Securities"); or 



        (ii)   Consummation
of a merger, consolidation or similar corporate transaction involving the Company or all or substantially all of its subsidiaries or a sale or other
disposition of all or substantially all of the consolidated assets of the Company. 



	7.
	GENERAL PROVISIONS



        (a)   Payments
under this Program shall not constitute wages and shall be paid by one or more of the Debtors from the general assets of the Debtors;  provided that no director, officer, agent or employee of the Debtors
shall be personally liable in the event the Debtors are unable to make any payments
under this Program due to a lack of, or inability to access, funding or financing, legal prohibition (including statutory or judicial limitations) or failure to obtain any required consent.
Notwithstanding anything in this Program to the contrary, any payments to be made hereunder shall only be made as and to the extent the Debtors have adequate funding therefor. 



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        (b)   Payments
under this Program are subject to Federal, state and local income tax withholding and all other applicable Federal, state and local taxes. The Debtors shall
withhold, or cause to be withheld, from any payments made hereunder all applicable Federal, state and local withholding taxes and may require the employee to file any certificate or other form in
connection therewith. 


        (c)   Nothing
contained herein shall give any Participant the right to be retained in the employment of any Debtor, or any successor, or affect the right of the Debtors to
dismiss any Participant at will. 


        (d)   This
Program is not a term or condition of any individual's employment and no Participant shall have any legal right to payments hereunder except to the extent all
conditions relating to the receipt of such payments have been satisfied in accordance with the terms of this Program as set forth herein. 



        (e)   Nothing
contained herein shall give any Participant any right to any employee benefit upon termination of employment with any Debtor, except as specifically provided
herein, required by law or provided by the terms of another employee benefit plan document relating to the treatment of former employees generally. 


        (f)    No
person having a benefit under this Program may assign, transfer or in any other way alienate the benefit, nor shall any benefit under this Program be subject to
garnishment, attachment, execution or levy of any kind. 


        (g)   Except
as determined by the Plan Administrator in its sole discretion and except with respect to benefits provided under the Adelphia Communications Corporation Sale
Bonus Program, effective as of September 21, 2004, receipt of all benefits under this Program by any Participant shall be (i) in lieu of all other retention payments of any kind
whatsoever due to such Participant under any other plan or agreement of one or more of the Debtors, including, without limitation, any benefits payable under any employment agreement between one or
more of the Debtors and the Participant that are specifically identified as a retention or stay bonus, and (ii) deemed a waiver of a Participant's rights with respect to any and all such
payments. 



	8.
	ADMINISTRATION





        (a)   The
Program shall be administered by the CEO. In the event the CEO's employment with the Company terminates, the Compensation Committee of the Board (or its designee)
shall administer the Program. The term "Program Administrator" shall refer to the CEO, except as described in the preceding sentence, in which case the "Program Administrator" shall refer to the
Compensation Committee of the Board or its designee (the "Compensation Committee"). For purposes hereof, the CEO, subject to review and approval by the Compensation Committee, is authorized to
establish the Bonus amounts each Participant will have the opportunity to earn hereunder, subject to any aggregate amounts available under the Program, as approved by the Bankruptcy Court. The CEO may
designate the employees to be covered under the Program upon, and following, the Effective Date. In the event a Participant's employment has terminated, the CEO may add or substitute Participants to
the Program or reallocate the amount of the Bonus forfeited by a Participant whose employment has terminated. 


        (b)   There
is no requirement that the amount of any award for any eligible employee be uniform as to particular individuals. 


        (c)   Subject
to the express provisions of this Program, the Program Administrator shall have sole authority to interpret the Program (including any vague or ambiguous
provisions) and to make all other determinations deemed necessary or advisable for the administration of the Program. In addition, the determination of whether any conduct, action or failure to act on
the part of any Participant constitutes 


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Cause,
shall be made by the Program Administrator in its sole discretion. All determinations and interpretations of the Program Administrator shall be final, binding and conclusive as to all persons. 


        (d)   Neither
the Program Administrator nor any employee, officer, agent, or director of any of the Debtors shall be personally liable by reason of any action taken with
respect to the Program for any mistake of judgment made in good faith, and one or more of the Debtors shall indemnify and hold harmless each employee, officer or director of the Debtors, including the
Program Administrator, to whom any duty or power relating to the administration or interpretation of the Program may be allocated or delegated, against any reasonable cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Program unless arising out
of such person's own fraud, bad faith or gross negligence. 


	9.
	APPLICABLE LAW





        This
Program and all action taken under it shall be governed as to validity, construction, interpretation and administration by the laws of the State of Colorado and applicable Federal
law. 


	10.
	AMENDMENT OR TERMINATION



        The
Board may amend, suspend or terminate the Program or any portion thereof at any time; provided, however, that unless the written consent of a Participant is obtained, no such
amendment or termination shall materially and adversely affect the rights of such Participant. During the pendency of the Chapter 11 Case, no amendment or modification of the Program that materially
increases the cost of the Program to the Debtors shall be adopted without formal authorization from the Board and thereafter, the Bankruptcy Court, upon notice. 


        IN
WITNESS WHEREOF, the Company has caused the Program (as amended) to be implemented following Bankruptcy Court approval. 



	

 	
 	

ADELPHIA COMMUNICATIONS CORPORATION
	

 	
 	

By:	
 	

/s/  DAVID BRUNICK      

	 	 	Name:	 	David Brunick
	 	 	Title:	 	SVP—Human Resources
	

 	
 	

Date:	
 	

11-14-05






(approving
the Amended and Restated Program, originally adopted and effective as of April 20, 2005, in accordance with an order issued by the Bankruptcy Court, as amended effective on the date
that a Change in Control occurs). 


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AMENDED AND RESTATED ADELPHIA COMMUNICATIONS CORPORATION EXECUTIVE VICE PRESIDENT CONTINUITY PROGRAM