Common use of Compensation; Reimbursement Clause in Contracts

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the term of this Agreement a basic annualized salary of $200,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The Board of Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the Employer, in its discretion, may, with respect to any year during the term hereof, award a bonus or bonuses to the Employee in addition to the bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer may pay as incentive compensation an annual bonus based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of his current corporate vehicle and such fringe benefits, including, but not limited to, medical and insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer shall adopt a restricted stock award plan pursuant to which stock awards will be granted for a total of 24,040 shares of the Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided herein. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement. Employee (or such entity) is to receive a transaction fee of $300,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee (or such entity) and Stev▇▇ ▇. ▇▇▇ch ("Seach") are to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be allocated by Employee

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the term of this Agreement Employment Period a basic annualized base annual salary of $200,000 1350,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The board of directors of Employer (the "Board of Directors of the Employer Directors") shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the EmployerDirectors, in its sole discretion, may, with respect to any year during the term hereofEmployment Period, award a bonus or bonuses to the Employee in addition to the bonuses bonus provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer may agrees to pay as incentive compensation a one time $33,750.00 "signing bonus", as well as an annual bonus in an amount in accordance with the bonuses paid to other senior officers of Employer, after the initial twelve (12) month employment period, based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of his current a corporate vehicle vehicle, or $500 per month car allowance, and such fringe benefits, including, but not limited to, medical medical, dental and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer . Employee shall adopt a restricted stock award plan pursuant also be entitled to which stock awards will be granted for a total of 24,040 shares of the participate in Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month401(k) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided hereinplan. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement. Employee (or such entity) is to receive a transaction fee of $300,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee (or such entity) and Stev▇▇ ▇. ▇▇▇ch ("Seach") are to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be allocated by Employee

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the term of this Agreement a basic annualized salary of $200,000 350,000 per year 2 (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The Board of Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the Employer, in its discretion, may, with respect to any year during the term hereof, award a bonus or bonuses to the Employee in addition to the bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer may pay as incentive compensation an annual bonus based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of his current corporate vehicle and such fringe benefits, including, but not limited to, medical and insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer shall adopt a restricted stock award plan pursuant to which stock awards will be granted for a total of 24,040 shares of the Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided herein. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement. , Employee (or such entity) is to receive a transaction fee of $300,000 250,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee (or such entity) and StevJ. Merr▇▇▇ ▇. ▇▇▇ch ▇▇▇ ("Seach▇eli▇▇▇") are ▇re to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be allocated by Employee

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the term of this Agreement a basic annualized salary of $200,000 350,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The Board of Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the Employer, in its discretion, may, with respect to any year during the term hereof, award a bonus or bonuses to the Employee in addition to the bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer may pay as incentive compensation an annual bonus based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of his current corporate vehicle and such fringe benefits, including, but not limited to, medical and insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer shall adopt a restricted stock award plan pursuant to which stock awards will be granted for a total of 24,040 shares of the Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided herein. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement. , Employee (or such entity) is to receive a transaction fee of $300,000 250,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee (or such entity) and StevJ. Merr▇▇▇ ▇. ▇▇▇ch ▇▇▇ ("Seach▇eli▇▇▇") are ▇re to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be allocated by Employee

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the term of this Agreement Employment Period a basic annualized base annual salary of $200,000 175,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The Board board of Directors directors of the Employer (the "Board of Directors") shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the EmployerDirectors, in its sole discretion, may, with respect to any year during the term hereofEmployment Period, award a bonus or bonuses to the Employee in addition to the bonuses Signing Bonus (as defined below) provided for in Section 3(b). The compensation provided for For the calendar year ending December 31, 2000, the Board of Directors, in its sole discretion, may award a bonus or bonuses to the Employee based on the Employee's performance in an amount up to 50% of the Basic Salary paid to the Employee during the period beginning on the Commencement Date and ending on December 31, 2000. Any bonus or bonuses paid pursuant to this Section 3(a) shall be in addition paid to any pension or profit sharing payments set aside or allocated for the benefit Employee on a date consistent with the payment of bonuses to other senior officers of the EmployeeCompany. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer may shall pay as incentive compensation to the Employee a bonus (the "Signing Bonus") in an annual bonus based amount equal to $20,000 upon the Employee's performance, as determined each year by Employee first reporting to the Board of Directors of the EmployerEmployer to begin performing his duties under this Agreement. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The parties acknowledge that the Employee is required to change his permanent place of residence from Colleyville, Texas to Bullard, Texas in order to perform his duties hereunder. The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in connection with such relocation; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (e) The Employee shall be entitled to continue the use of his current a corporate vehicle and such fringe benefits, including, but not limited to, medical medical, dental, term life and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer . The Employee shall adopt a restricted stock award plan pursuant also be entitled to which stock awards will be granted for a total of 24,040 shares of participate in the Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month401(k) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided hereinplan. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement. Employee (or such entity) is to receive a transaction fee of $300,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee (or such entity) and Stev▇▇ ▇. ▇▇▇ch ("Seach") are to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be allocated by Employee

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the term of this Agreement a basic annualized salary of $200,000 120,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The Board of Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the Employer, in its sole discretion, may, with respect to any year during the term hereof, award a bonus or bonuses to the Employee in addition to the bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer may pay as incentive compensation an annual bonus based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his her duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of his current a corporate vehicle and such fringe benefits, including, but not limited to, medical and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer shall adopt a restricted stock award plan pursuant to which stock awards will be granted for a total of 24,040 shares of the Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided herein. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement. Employee (or such entity) is to receive a transaction fee of $300,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee (or such entity) and Stev▇▇ ▇. ▇▇▇ch ("Seach") are to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be allocated by Employee

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the term of this Agreement Employment Period a basic annualized base annual salary of $200,000 300,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The Board board of Directors directors of the Employer (the "Board of Directors") shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the EmployerDirectors, in its sole discretion, may, with respect to any year during the term hereofEmployment Period, award a bonus or bonuses to the Employee in addition to the bonuses bonus provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer may shall pay to the Employee a bonus for the calendar year ending December 31, 2000 in an amount equal to 50% of the Basic Salary paid to the Employee during the period beginning on the Commencement Date and ending on December 31, 2000 (specifically, $103,125), provided Employee is employed by the Employer as incentive of such date. The bonus payable pursuant to this Section 3(b) shall be paid to employee on a date consistent with the payment of bonuses for the year 2000 to other senior officers of the Company. The Employee shall be entitled to receive bonuses for the calendar years beginning after December 31, 2000 in accordance with bonus programs established for the Company's senior officers by the compensation an annual bonus based upon the Employee's performance, as determined each year by committee of the Board of Directors of the EmployerDirectors. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of his current a corporate vehicle and such fringe benefits, including, but not limited to, medical medical, dental and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer . The Employee shall adopt a restricted stock award plan pursuant also be entitled to which stock awards will be granted for a total of 24,040 shares of participate in the Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month401(k) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided hereinplan. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement. Employee (or such entity) is to receive a transaction fee of $300,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee (or such entity) and Stev▇▇ ▇. ▇▇▇ch ("Seach") are to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be allocated by Employee

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the term of this Agreement a basic annualized salary of $200,000 175,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The Board of Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the Employer, in its sole discretion, may, with respect to any year during the term hereof, award a bonus or bonuses to the Employee in addition to the bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer may pay as incentive compensation an annual bonus based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of his current (i) a corporate vehicle vehicle, (ii) the use of a country club membership in the name of the Employer, in either Tyler, Texas or Austin, Texas, subject to the approval of the Employer; provided that Employer shall pay the membership fee and reasonable monthly maintenance fees and Employee shall pay all other costs of such membership; and (iii) such fringe benefits, including, but not limited to, medical and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer shall adopt a restricted stock award plan pursuant to which stock awards will be granted for a total of 24,040 shares of the Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided herein. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement. Employee (or such entity) is to receive a transaction fee of $300,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee (or such entity) and Stev▇▇ ▇. ▇▇▇ch ("Seach") are to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be allocated by Employee