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