BY THE BOARD, THE SALE TRANSACTION CLOSING SPECIAL AWARD SHALL BE PAID
ON THE AMENDMENT PAYMENT DATE.
6.
UPON CONSUMMATION OF THE SALE TRANSACTION, THE SECOND SENTENCE OF
SECTION 13 OF THE EMPLOYMENT AGREEMENT IS HEREBY AMENDED TO READ AS FOLLOWS:
"FOR PURPOSES OF THIS AGREEMENT, "COMPETING ENTERPRISE" SHALL MEAN QWEST
COMMUNICATIONS INTERNATIONAL INC., VERIZON COMMUNICATIONS INC., BELLSOUTH
CORPORATION, AT&T INC., ANY DIRECT BROADCAST SATELLITE OR OTHER MULTI-CHANNEL
VIDEO PROVIDER (INCLUDING, BUT NOT LIMITED TO, ECHOSTAR COMMUNICATIONS CORP. OR
DIRECTV BROADBAND, INC.), ANY MULTIPLE SYSTEM OPERATOR (INCLUDING, BUT NOT
LIMITED TO COMCAST) OR ANY DIGITAL SUBSCRIBER LINE PROVIDER IN THE CONTINENTAL
UNITED STATES AND/OR PUERTO RICO, IN EACH CASE THAT HAS A SERVICE AREA THAT
OVERLAPS WITH 10% OR MORE OF THE SERVICE AREA OF THE COMPANY."
7.
THIS AMENDMENT NO. 2 IS EXPRESSLY CONDITIONED UPON:
(A) APPROVAL
OF THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; (B)
THE END OF THE 7-DAY PERIOD FOLLOWING RC'S EXECUTION OF THE WAIVER AND RELEASE
AGREEMENT ATTACHED HERETO AS EXHIBIT A (WHICH MAY BE EXECUTED BY RC AT ANY
TIME); AND (C) THE CONSUMMATION OF THE SALE TRANSACTION.
THE FIRST BUSINESS DAY
AFTER THE DATE THAT ALL OF THESE THREE CONDITIONS ARE SATISFIED SHALL BE THE
"AMENDMENT PAYMENT DATE." IN THE EVENT THAT ALL OF THESE THREE CONDITIONS ARE
NOT SATISFIED, THIS AMENDMENT NO. 2 SHALL BE NULL AND VOID AB INITIO AND WITHOUT
ANY FURTHER FORCE OR EFFECT.
8.
EXCEPT AS PROVIDED IN THIS AMENDMENT NO. 2, THE TERMS AND
CONDITIONS OF THE EMPLOYMENT AGREEMENT SHALL REMAIN UNCHANGED.
/s/ Ronald Cooper
ADELPHIA COMMUNICATIONS CORPORATION
Ronald Cooper
/s/ Constance P. Campbell
By
Constance P. Campbell
Its:
SVP, Finance
2
EXHIBIT A
MUTUAL WAIVER. AND RELEASE AGREEMENT
This Mutual Waiver and Release Agreement (hereinafter "Agreement") is executed
on the dates indicated below, by Adelphia Communications Corporation, and any
parent, predecessor, or current or former subsidiary or affiliated company of
any of them, or successor of any of them, or benefit plan maintained by any of
them, and the directors, officers, employees, shareholders (solely in their
capacity as such), and agents of any or all of them (collectively, the
"Company") and Ronald Cooper individually, and on behalf of all successors,
heirs and assigns ("Individual").
A.
INDIVIDUAL AND COMPANY ARE PARTY TO AN EMPLOYMENT AGREEMENT, AS
AMENDED ON FEBRUARY 21, 2003 AND AUGUST 14, 2006 (THE "EMPLOYMENT AGREEMENT").
B.
IN CONSIDERATION FOR THE BENEFITS AFFORDED TO INDIVIDUAL BY
AMENDMENT NO. 3 TO THE EMPLOYMENT AGREEMENT, AND OTHER THAN CLAIMS FOR VESTED
BENEFITS AND COMPENSATION, UNEMPLOYMENT COMPENSATION, WORKER'S COMPENSATION,
INDEMNIFICATION AND LIABILITY INSURANCE AS DESCRIBED IN THE EMPLOYMENT
AGREEMENT, AND OTHER PAYMENTS, COMPENSATION AND BENEFITS OTHERWISE DUE TO
INDIVIDUAL UNDER SECTIONS 3, 4, 6, 7, 8, 9, 10(E), 14, 16 AND 19 OF THE
EMPLOYMENT AGREEMENT, INCLUDING REIMBURSEMENT OF ANY BUSINESS EXPENSES INCURRED
PRIOR TO INDIVIDUAL'S LAST DAY OF EMPLOYMENT WITH COMPANY AND SUBMITTED IN
ACCORDANCE WITH COMPANY POLICY, DUE TO INDIVIDUAL, INDIVIDUAL HEREBY KNOWINGLY
AND VOLUNTARILY FULLY HEREBY IRREVOCABLY AND UNCONDITIONALLY