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EXHIBIT 10.02.2  


 
 

AMENDED AND RESTATED
  ADELPHIA COMMUNICATIONS CORPORATION
  SALE BONUS PROGRAM    
    


	1.
	APPLICABILITY



        The
Amended and Restated Adelphia Communications Corporation Sale Bonus Program (the "Program") applies to those eligible employees of Adelphia Communications 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 (or a successor or a purchaser
of the Debtors' assets in a transaction or series of transactions in which all or substantially all of the Debtors' assets are sold) during the period of and following the Chapter 11 Case by
establishing a program governing the circumstances under which a Participant will be eligible to receive a bonus (a "Sale Bonus") payable in connection with a "Change in Control" (as defined below). 


        (b)   The
Program was adopted and effective as of September 21, 2004 (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"), such court having jurisdiction over the Chapter 11 Case. This Program is amended and restated effective as of November 3, 2005. 


	3.
	ELIGIBILITY AND AMOUNT OF BONUS




        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 Sale 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, if a Participant is eligible to receive a Sale Bonus, such amount shall be payable as
follows: 


        (a)   with
respect to fifty percent (50%) of the Sale Bonus, in one lump sum payment, within ten (10) business days following the effective date of a Change in
Control (the "First Sale Bonus Payment Date"); provided, the Participant is employed by a Debtor (or such Debtor's successor or a purchaser of the
Debtors' assets in a transaction or series of transactions in which all or substantially all of the Debtors' assets are sold) on the First Sale Bonus Payment Date; and, 



        (b)   with
respect to fifty percent (50%) of the Sale Bonus, in one lump sum payment, within ten (10) business days following the six month anniversary of the
effective date of the Change in Control (the "Second Sale Bonus Payment Date"); provided, the Participant is employed by a Debtor (or such Debtor's
successor or a purchaser of the Debtors' assets in a transaction or series of transactions in which all or substantially all of the Debtors' assets are sold) on the Second Sale Bonus Payment Date. 


        (c)   Notwithstanding
anything herein to the contrary, on and following the effective date of a Change in Control, the Post-Emergence Companies (and their
respective successors and assigns) shall be deemed to be successors of the Debtor for purposes of the Program. 







 


	5.
	TERMINATION OF EMPLOYMENT



        (a)   Notwithstanding
anything contained herein to the contrary, in the event a Participant's employment is terminated (i) as a result of death or disability (as
defined in the Company's long-term disability plan), (ii) by a Debtor (or such Debtor's successor or a purchaser of the Debtors' assets in a transaction or series of transactions in
which all or substantially all of the Debtors' assets are sold) without Cause, or (iii) following a Change in Control, by the Participant for Good Reason, in each case, prior to payment of the
Sale Bonus, the following provisions shall apply: 



        (i)    If
such termination occurs prior to the First Sale Bonus Payment Date, such Participant shall be entitled to receive the unpaid portion of his/her entire Sale Bonus
amount, if and to the extent that the Chief Executive Officer of the Company (the "CEO"), in his sole discretion, determines such Participant shall receive such amounts. The first fifty percent (50%)
of the Sale Bonus shall be paid on the First Sale Bonus Payment Date and the second fifty percent (50%) of the Sale Bonus shall be paid on the Second Sale Bonus Payment Date. 


        (ii)   If
such termination occurs on, or following, the First Sale Bonus Payment Date, but prior to the Second Sale Bonus Payment Date, such Participant shall be entitled to
receive any unpaid amounts of his/her entire Sale Bonus on the Second Sale Bonus Payment Date; provided,  however, that this subsection 5(a)(ii)
 shall not apply to any Participant who receives a 'comparable' offer of employment in connection
with the transactions contemplated by the Plan of Reorganization. If a Participant who receives a 'comparable' offer of employment in connection with the transactions contemplated by the Plan of
Reorganization, including, without limitation, an offer from the Post-Emergence Companies, accepts such offer, such Participant shall continue to participate in this Program in accordance
with Section 4 herein. Notwithstanding anything herein to the contrary, in the event that a Participant who accepts a 'comparable' offer of employment in connection with the transactions
contemplated by the Plan of Reorganization is later terminated by the Debtors (or such Debtors' successor or a purchaser of the Debtors' assets in a transaction or series of transactions in which all
or substantially all of the Debtors' assets are sold) from which he/she accepted such offer of employment, for any reason set forth in Section 5(a) herein, such Participant shall be
entitled to receive any unpaid amounts of his/her entire Sale Bonus on the Second Sale Bonus Payment Date. For purposes of clarity, for all payments made pursuant to this Section 5(a)(ii), the
first fifty percent (50%) of the Sale Bonus shall be paid on the First Sale Bonus Payment Date, and the second fifty percent (50%) of the Sale Bonus shall be paid on the Second Sale Bonus Payment
Date. 




        (b)   In
the event a Participant (i) voluntarily terminates employment with a Debtor, (ii) rejects a 'comparable' offer of employment in connection with the
transactions contemplated by the Plan of Reorganization, including, without limitation, an offer from the Post-Emergence Companies, or (iii) is terminated for any reason other than
the reasons set forth in Section 5(a) above, prior to any payment date, such Participant shall be ineligible to receive the then unpaid portion of his/her Sale 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 Sale 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 either of the following
occur: (i) the Participant breaches any restrictive covenant that he/she is bound to pursuant to any agreement with one or more of the 


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Debtors,
or an employee benefit plan of one or more of the Debtors, or (ii) the Participant discloses his/her status as a Participant in, or right to receive a benefit under, this Program, or
any of the terms and conditions of the Program, unless legally required to disclose such information, to any person other than his/her spouse and/or attorney, provided such spouse and attorney shall
also be bound by this confidentiality requirement. 


	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 Debtors in connection with the 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 or arrangement a Participant has entered into with a
Debtor (or such Debtor's successor or a purchaser of the Debtors' assets in a transaction or series of transactions in which all or substantially all of the Debtors' assets are sold);  provided,
however, that if a Participant is not party to such an employment agreement or arrangement,
"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 Participant 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 or all or substantially all of its subsidiaries in one or more transactions. 




        (e)   "Good Reason" shall have the meaning set forth in any employment agreement or arrangement a Participant has entered into
with a Debtor (or such Debtor's successor or a purchaser of the Debtors' assets in a transaction or series of transactions in which all or substantially all of the Debtors' assets are sold);  provided,
however, that if a Participant is not party to such an employment agreement or arrangement,
"Good Reason" shall mean the occurrence of any of the following events, without the Participant's express written consent: 



        (i)    there
is a material reduction in Participant's base salary or target incentive bonus; 


        (ii)   there
is a diminution of the Participant's duties; 


        (iii)  the
Participant is demoted or removed from the position held at the time such grant was made; or, 



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        (iv)  the
Participant is relocated to a principal place of employment that is further from his/her principal place of residence than the greater of (A) 50 miles or
(B) the distance between his/her principal place of residence and his/her principal place of employment as of the Participation Date. 




        (f)    "Plan of Reorganization" shall mean the Debtors' Joint Plan of Reorganization, as amended, supplemented or modified from
time to time, under Chapter 11 of the Bankruptcy Code as filed with the Bankruptcy Court. 


        (g)   "Post-Emergence Companies" shall mean, collectively, the Distribution Company and each of the Reorganized
Debtors (each term as defined in the Plan of Reorganization) on and after the effective date of the Plan of Reorganization. 


	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. 



        (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 a 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 Key
Employee Continuity Program, effective September 21, 2004, receipt of all benefits under this Program by any Participant shall be (i) in lieu of all other change in control 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 change in control or sale 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 


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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 Sale Bonus amounts
each Participant will have the opportunity to earn hereunder, subject to any aggregate amounts available under the Program. 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 Sale 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 or as to one or more classes of eligible employees
or Participants. 


        (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 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. 


[Signature to appear on the following page]


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



	

 	
 	
ADELPHIA COMMUNICATIONS CORPORATION
	

 	
 	

/s/  DAVID BRUNICK      
 Name:  David Brunick

Title:    SVP—Human Resources




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AMENDED AND RESTATED ADELPHIA COMMUNICATIONS CORPORATION SALE BONUS PROGRAM