EXHIBIT 10.09
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made and entered into by and
between Adelphia Communications Corporation, a Delaware corporation (together
with its successors and assigns permitted under this Agreement, the "Company"),
and Robert Wahl (the "Executive") as of November 10, 2004 (the "Agreement").
The Company and the Executive are sometimes each individually referred to in
this Agreement as a "Party" and are sometimes collectively referred to herein as
the Parties.
WHEREAS, the Company and the Executive are currently parties to an employment
agreement and/or letter from the Company or an Affiliate describing the terms
and conditions of the Executive's employment (the "Prior Agreements"); and
WHEREAS, the Company and the Executive have agreed that the terms and conditions
of the Executive's employment with the Company will now be governed by this
Agreement; and,
WHEREAS, this Agreement shall supersede the Prior Agreements in all respects.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt of which is
mutually acknowledged, the Company and the Executive agree as follows:
1.
DEFINITIONS.
(A)
"AFFILIATES" SHALL MEAN WITH RESPECT TO THE COMPANY, (I) ANY
ENTITY THAT DIRECTLY OR INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES,
CONTROLS, OR IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH THE COMPANY OR
(II) ANY ENTITY IN WHICH THE COMPANY OWNS AN EQUITY INTEREST, EITHER DIRECTLY OR
INDIRECTLY.
(B)
"BASE SALARY" SHALL HAVE THE MEANING SET FORTH IN SECTION 4 OF
THIS AGREEMENT.
(C)
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS OF THE COMPANY.
(D)
"CAUSE" SHALL MEAN:
(I)
THE EXECUTIVE IS INDICTED FOR, PLEADS NOLO CONTENDERE TO, OR IS
CONVICTED OF A FELONY, OR OTHER CRIME INVOLVING THEFT, FRAUD, DISHONESTY OR
MORAL TURPITUDE; OR
(II)
THE EXECUTIVE ENGAGES IN WILLFUL MISCONDUCT THAT RESULTS IN ANY
MATERIAL HARM TO THE COMPANY; OR
(III)
THE EXECUTIVE COMMITS ANY MATERIAL BREACH OF THE COMPANY'S CODE
OF ETHICS; OR
(IV)
THE EXECUTIVE'S REPEATED FAILURE TO CARRY OUT THE LAWFUL DUTIES
OF HIS/HER POSITION DESPITE SPECIFIC INSTRUCTION TO DO SO;
(V)
A BREACH BY THE EXECUTIVE OF ANY OF THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 14(B) OF THIS AGREEMENT; OR
(VI)
THE EXECUTIVE BREACHES ANY OTHER MATERIAL TERM OF THIS AGREEMENT
WHICH BREACH HAS NOT BEEN CURED BY THE EXECUTIVE WITHIN 20 DAYS FOLLOWING
WRITTEN NOTICE DELIVERED BY THE COMPANY IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 22 OF THIS AGREEMENT.
(E)
"CODE OF ETHICS" SHALL MEAN THE CODE OF BUSINESS CONDUCT AND
ETHICS ADOPTED BY THE BOARD WHICH IS IN EFFECT AT THE APPLICABLE PERIOD OF TIME,
PROVIDED THAT A COPY OF SUCH CODE OF ETHICS HAS BEEN DELIVERED TO THE EXECUTIVE
PRIOR TO SUCH APPLICABLE PERIOD OF TIME.
(F)
"COMMITTEE" SHALL MEAN THE COMPENSATION COMMITTEE OF THE BOARD OR
ANY OTHER COMMITTEE OF THE BOARD PERFORMING SIMILAR FUNCTIONS.
(G)
"DISABILITY" SHALL MEAN THE EXECUTIVE'S INABILITY TO SUBSTANTIALLY
PERFORM HIS/HER DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT BY REASON OF
ANY PHYSICAL OR