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EXHIBIT 10.2
CLASSIC COMMUNICATIONS, INC.
EMPLOYMENT AGREEMENT
WITH ▇▇▇▇▇▇ ▇. SEACH
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of January 31, 1998, but is effective for all purposes as of the
Commencement Date (as hereinafter defined), by and between CLASSIC
COMMUNICATIONS, INC., a Delaware corporation, and CLASSIC CABLE, INC., a
Delaware corporation (together, the "Employer"), and ▇▇▇▇▇▇ ▇. SEACH, residing
at 10501 Coreopsis, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Employee").
R E C I T A L S :
The Employer recognizes the important contributions that the Employee
has made to the Company as an officer and key employee, as currently evidenced
by an Employment Agreement, dated as of November 11, 1996 (the "1996
Agreement"), between the Classic Cable, Inc. and Employee.
The Employer wishes to take steps to assure that the Employer will
continue to have the Employee's services available to the Employer and its
subsidiaries, and the Employer and the Employee desire to terminate and replace
the 1996 Agreement.
In consideration for the foregoing, the mutual provisions contained
herein, and for other good and valuable consideration, the parties agree to
amend and restate in its entirety the 1996 Agreement, and agree with each other
as follows:
1. EMPLOYMENT. The Employer hereby employs the Employee, and the
Employee hereby accepts such employment, upon the terms and subject to the
conditions set forth in this Agreement.
2. TERM. The term of employment under this Agreement shall
commence on May 26, 1998 (the "Commencement Date") and shall continue through
May 25, 2000, provided, however, that beginning on May 27, 1998, and on each
day thereafter, the term of this Agreement shall be extended by one additional
day, unless either party to this Agreement gives the other written notice of
termination of employment.
3. 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 $350,000 per year
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(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 $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 J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇")
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
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and ▇▇▇▇▇▇▇ in such manner as they may agree between themselves. A "Net
Additional Financing" means any financing by the Employer or any of its
subsidiaries, whether equity or debt, to the extent that immediately subsequent
to such financing the Employer's total capitalization is greater than it was
immediately prior to such financing. "M&A Activity" means the acquisition,
through the purchase of assets, a merger, or otherwise, of cable television
systems, telephony systems, internet systems, and other communications and new
media services or products. A Net Additional Financing and M&A Activity do not
include any transaction included in or closed concurrently with the Successful
Recapitalization, the sale of securities pursuant to options or other rights
outstanding upon completion of the Successful Recapitalization, nor any
transaction deemed to be a Change of Control pursuant to Section 8(e)(ii)(B),
(C) or (D) below. It is the intent of the parties that if any transaction or
series of related transactions constitute both M&A Activity and a Net
Additional Financing, the 1% fee will not be paid on both the Net Additional
Financing and M&A Activity financed by the proceeds from the Net Additional
Financing. "Transaction Value" means (i) with respect to a Net Additional
Financing", the net amount by which the Employer's capitalization has
increased, and (ii) with respect to M&A Activity, the value of all
consideration paid by the Employer or any of its affiliated companies in the
form of cash, stock, or other securities, debt (including the assumption of
debt and capital lease obligations), and other property. The value of any
securities (whether debt or equity) or other property paid as consideration in
connection with M&A Activity is determined as follows: (i) the value of
securities that are freely tradeable in an established public market will be
determined on the basis of the last closing market price prior to the public
announcement of the transaction constituting the M&A Activity; (ii) the value
of securities that are not freely tradeable or have no established public
market, or if the consideration utilized consists of property other than
securities, the value of such other property shall be the fair market value
thereof as mutually agreed upon by both parties to the transaction; and (iii)
to the extent such consideration is contingent upon the future performance of
the business purchased or sold, the Transaction Value will be calculated
assuming the financial projections are achieved.
4. DUTIES. The Employee is engaged as the President of the
Employer and of the Employer's various subsidiaries. The Employee shall be a
member of the Boards of Directors of the Employer and the Employer's
subsidiaries. In addition, the Employee shall have the duties of Chief
Financial Officer and shall have such other duties and hold such other offices
as may from time to time be reasonably assigned to him by the Board of
Directors of the Employer.
5. EXTENT OF SERVICES; VACATIONS AND DAYS OFF.
(a) During the term of his employment under this Agreement, the
Employee shall devote substantially all of his time, energy and attention
during regular business hours to the benefit and business of the Employer in
performing his duties pursuant to this Agreement.
(b) The Employee shall be entitled to vacations with pay and to
such personal and sick leave with pay in accordance with the policy of the
Employer as may be established from time to time by the Employer and applied to
other senior officers of the Employer.
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6. FACILITIES. The Employer shall provide the Employee with a
fully furnished office, and the facilities of the Employer shall be generally
available to the Employee in the performance of his duties pursuant to this
Agreement; it being understood and contemplated by the parties that all
equipment, supplies and office personnel required for performance of the
Employee's duties under this Agreement shall be supplied by the Employer.
7. TERMINATION ON DEATH, ILLNESS OR INCAPACITY.
(a) If a Successful Recapitalization shall have occurred, and if
the Employee dies during the term of his employment, the Employer shall pay to
the estate of the Employee the Basic Salary that would have otherwise been paid
to Employee through the end of the term of this Agreement (provided that the
term shall cease to be extended daily pursuant to Section 2 hereof upon the
death of Employee) plus any bonus compensation earned but not yet paid up to
the end of the month in which his death occurs. The Employer shall have no
additional financial obligation under this Agreement to the Employee or his
estate. After receiving the payments provided in this subparagraph (a), the
Employee and his estate shall have no further rights under this Agreement.
(b) (i) During any period of disability, illness or
incapacity during the term of this Agreement which renders the Employee at
least temporarily unable to perform the services required under this Agreement
for a period which does not exceed one hundred and eighty (180) continuous days
in any one-year period, the Employee shall receive the compensation payable
under Section 3(a) of this Agreement plus any bonus compensation earned but not
yet paid, less any benefits received by him under any disability insurance
carried by or provided by the Employer. Upon the Employee's permanent
disability (as defined below), Employee shall continue to receive the Basic
Salary that would have otherwise been paid to Employee through the end of the
term of this Agreement, provided that the term shall cease to be extended daily
pursuant to Section 2 hereof upon the permanent disability of Employee.
Notwithstanding the continuation of the Basic Salary as set forth above, the
Employee shall continue to receive any disability benefits to which he may be
entitled under any disability income insurance which may be carried by or
provided by the Employer from time to time.
(ii) The term "permanent disability" as used in this
Agreement shall mean the inability of the Employee, as determined by the Board
of Directors of the Employer, by reason of physical or mental disability to
perform the duties required of him under this Agreement for a period of one
hundred and eighty (180) days in any one-year period. Successive periods of
disability, illness or incapacity will be considered separate periods unless
the later period of disability, illness or incapacity is due to the same or
related cause and commences less than six months from the ending of the
previous period of disability. Upon such determination, the Board of Directors
may terminate the Employee's employment under this Agreement upon ten (10)
days' prior written notice. If any determination of the Board of Directors
with respect to permanent disability is disputed by the Employee, the parties
hereto agree to abide by the decision of a panel of three physicians. The
Employee and the Employer shall each appoint one member, and the third member
of the panel shall be appointed by the other two members. The Employee agrees
to make himself available for and
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to submit to examinations by such physicians as may be directed by the
Employer. Failure to submit to any such examination shall constitute a breach
of a material part of this Agreement.
8. OTHER TERMINATIONS.
(a) (i) The Employee may terminate his employment hereunder
upon giving at least ninety (90) days' prior written notice to the Employer.
In addition, the Employee shall have the right to terminate his employment
hereunder on the conditions and at the times provided for in Section 8(e) of
this Agreement.
(ii) If the Employee gives notice pursuant to Section 8(a)
above, the Employer shall have the right to relieve the Employee, in whole or
in part, of his duties under this Agreement (without reduction in compensation
through the termination date).
(b) The Employer may terminate Employee's employment hereunder at
any time, without prior notice.
(c) If the Employer shall terminate the employment of the Employee
without good cause (as defined below) effective on a date earlier than the
termination date provided for in Section 2, the Employee shall have the
nonforfeitable right to receive, the Basic Salary, paid monthly, that he is
entitled to for the remainder of the term of this Agreement, and the Employer
shall continue to provide him with medical insurance coverage for the remainder
of the term of this Agreement; provided that, notwithstanding such termination
of employment, the Employee's covenants set forth in Section 10 and Section 11
are intended to and shall remain in full force and effect.
(d) (i) If the employment of the Employee is terminated for
good cause, or if the Employee voluntarily terminates his employment by written
notice to the Employer under Section 8(a) of this Agreement without reliance on
Section 8(e), the Employer shall pay to the Employee any compensation earned
but not paid to the Employee prior to the effective date of such termination.
Under such circumstances, such payment shall be in full and complete discharge
of any and all liabilities or obligations of the Employer to the Employee
hereunder, and the Employee shall be entitled to no further benefits under this
Agreement.
(ii) "Good cause" shall include:
(1) the Employee's conviction of a criminal
offense that has a material adverse effect upon the business or reputation or
the Employer or any affiliate of the Employer;
(2) commission by the Employee of a material
breach of his duty of loyalty to the Employer or any affiliate of the Employer;
and
(3) the Employee's willful failure or refusal to
perform his assigned duties, which willful refusal has had, or if continued,
could reasonably be expected to have, a material adverse effect on the Employer
or the affiliates of the Employer or their respective businesses or
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prospects, and which willful refusal has continued after Employee has received
at least two written warnings specifically advising him or his shortcomings and
providing him with an opportunity to resume performance in accordance with his
assigned duties.
(iii) Termination of the employment of the Employee for
reasons other than those expressly specified in this Agreement as good cause
shall be deemed to be a termination of employment "without good cause".
(e) (i) If a Change in Control of the Employer (as defined
below) shall occur, then the Employee shall have, instead of the further rights
described herein, the right to terminate his employment under this Agreement
immediately and the nonforfeitable right to receive, payable in a lump sum, the
Basic Salary that he is entitled to for the unexpired term of this Agreement,
and the Employer shall continue to provide him with medical insurance coverage
for the unexpired term of this Agreement; provided that, notwithstanding such
termination of employment, the Employee's covenants set forth in Section 10 and
Section 11 are intended to and shall remain in full force and effect.
(ii) "Change in Control" means:
(A) ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. Seach, Austin Ventures,
L.P., a Delaware limited partnership, Austin Ventures III-A, L.P., a Delaware
limited partnership, Austin Ventures III-B, L.P., a Delaware limited
partnership, BT Capital Partners, Inc., a Delaware corporation, Texas Growth
Fund, a trust fund created by the Constitution of the State of Texas, and
NationsBanc Capital Corp., a Texas corporation, cease to own at least a
majority of the issued and outstanding shares of Employer's Common Stock.
(B) there is a sale of all or substantially all of
Employer's assets, or all or substantially all of Employer's capital stock, or
one or more of its subsidiaries, in one or more transactions for cash or freely
salable securities and a subsequent liquidation of the Employer, in which its
stockholders receive liquidating distributions of such proceeds of sale after
payment or provision for the valid debts and liabilities of the Employer;
(C) there is a merger or consolidation of the Employer,
or one or more of its subsidiaries with or into one or more corporations,
limited liability companies or partnerships in which the Employer, or its
subsidiaries, as the case may be, receive cash or freely salable securities for
all of its or their assets, and a subsequent liquidation of the Employer, or
one or more of its subsidiaries, in which the stockholders of the Employer, or
its subsidiaries, as the case may be, receive liquidating distributions of such
proceeds of sale, merger or consolidation after payment or provision for the
valid debts and liabilities of the Employer, or its subsidiaries, as the case
may be; or
(D) there is a merger or consolidation of the Employer or
the majority (based on the value of assets held by the subsidiaries) of the
Employer's subsidiaries, with or into another
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corporation, limited liability company or a partnership in which the
stockholders of the Employer or its subsidiaries, as the case may be, receive
cash or marketable securities for all of their stock.
(f) The provisions of Section 8(c) and Section 8(e) are mutually
exclusive and Employee shall be entitled to payment only under one of those
Sections.
(g) The parties agree that, because there can be no exact measure
of the damage that would occur to the Employee as a result of a termination by
the Employer of the Employee's employment without good cause, the payments and
benefits paid and provided pursuant to this Agreement shall be deemed to
constitute liquidated damages and not a penalty for the Employer's termination
of the Employee's employment without good cause, and the Employer agrees that
the Employee shall not be required to mitigate his damages.
9. DISCLOSURE. The Employee agrees that during the term of his
employment by the Employer, he will disclose and disclose only to the Employer
all material ideas, methods, plans, developments or improvements known by him
which relate directly or indirectly to the business of the Employer, whether
acquired by the Employee before or during his employment by the Employer.
Nothing in this Section 9 shall be construed as requiring any such
communication where the idea, plan, method or development is lawfully protected
from disclosure as a trade secret of a third party or by any other lawful
prohibition against such communication.
10. CONFIDENTIALITY. The Employee agrees to keep in strict
secrecy and confidence any and all information the Employee assimilates or to
which he has access during his employment by the Employer and which has not
been publicly disclosed and is not a matter of common knowledge in the fields
of work of the Employer. The Employee agrees that both during and after the
term of his employment by the Employer, he will not, without the prior written
consent of the Employer, disclose any such confidential information to any
third person, partnership, joint venture, company, corporation or other
organization.
11. NON-COMPETITION; NON-SOLICITATION.
The Employee hereby acknowledges that, during and solely as a result
of his employment by the Employer, he has received and shall continue to
receive: (1) special training and education with respect to the operations of a
cable television company and other related matters, and (2) access to
confidential information and business and professional contacts. In
consideration of the special and unique opportunities afforded to the Employee
by the Employer as a result of the Employee's employment, as outlined in the
previous sentence, the Employee hereby agrees as follows:
(a) During a period ending two years following the termination of
his employment under this Agreement, the Employee shall not, without the prior
written consent of the Employer, (i) directly or indirectly engage in any
business that competes with the Employer or any Affiliate of the Employer in
their conduct of the cable television business, or otherwise receive
compensation for any services rendered regarding any aspect of the cable
television business anywhere within the
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service area of any cable television system operated by the Employer or any
Affiliate of the Employer, or (ii) engage or participate, directly or
indirectly, in any business which is substantially similar to that of the
Employer or any Affiliate of the Employer, including, without limitation,
serving as a consultant, administrator, officer, director, employee, manager,
landlord, lender, guarantor, or in any similar or related capacity or otherwise
receive compensation for services rendered regarding any aspect of the cable
television business anywhere within the service area of any cable television
system operated by the Employer or any Affiliate of the Employer. The Employee
acknowledges that these limited prohibitions are reasonable as to time,
geographical area and scope of activities to be restrained and that the limited
prohibitions do not impose a greater restraint than is necessary to protect the
Employer's goodwill, proprietary information and other business interests. The
mere ownership of a de minimis amount of securities in any competitive
enterprise and exercise of rights appurtenant thereto, and participation in
management of any such enterprise or business operation other than in
connection with the competitive operation of such enterprise, are not
prohibited.
(b) During his employment with the Employer and, except as may be
otherwise herein provided, for a period of two (2) years following the
termination of his employment with the Employer, regardless of the reason for
such termination, the Employee agrees he will refrain from and will not,
directly or indirectly, as an individual, partner, officer, director,
stockholder, employee, advisor, independent contractor, joint venturer,
consultant, agent, representative, salesman or otherwise (1) solicit any of the
employees of the Employer to terminate their employment or (2) accept
employment with or seek remuneration by any of the clients or customers of the
Employer with whom the Employer did business during the term of the Employee's
employment.
(c) The period of time during which the Employee is prohibited
from engaging in certain business practices pursuant to Sections 11(a) or (b)
shall be extended by any length of time during which the Employee is in breach
of such covenants.
(d) It is understood by and between the parties hereto that the
foregoing restrictive covenants set forth in Sections 11(a) through (c) are
essential elements of this Agreement, and that, but for the agreement of the
Employee to comply with such covenants, the Employer would not have agreed to
enter into this Agreement. Such covenants by the Employee shall be construed
as agreements independent of any other provision in this Agreement. The
existence of any claim or cause of action of the Employee against the Employer,
whether predicated on this Agreement, or otherwise, shall not constitute a
defense to the enforcement by the Employer of such covenants.
(e) It is agreed by the Employer and Employee that if any portion
of the covenants set forth in this Section 11 are held to be invalid,
unreasonable, arbitrary or against public policy, then such portion of such
covenants shall be considered divisible both as to time and geographical area.
The Employer and Employee agree that, if any court of competent jurisdiction
determines the specified time period or the specified geographical area
applicable to this Section 11 to be invalid, unreasonable, arbitrary or against
public policy, a lesser time period or geographical area which is determined to
be reasonable, non-arbitrary and not against public policy may be enforced
against the Employee. The Employer and the Employee agree that the foregoing
covenants are appropriate and
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reasonable when considered in light of the nature and extent of the business
conducted by the Employer.
(f) Notwithstanding any provision of this Section 11 to the
contrary, during the term of this Agreement, the Employee may acquire, engage
in business with, and receive compensation from any other company or business,
provided, however, that (i) in the case of an acquisition of a business
operating cable television systems, telephony systems, internet systems, or
other communication or new media services or products, Employer must have been
offered the opportunity to acquire such business on terms and conditions not
less favorable than the terms upon which Employee purchases such business; (ii)
such other company or business shall not be in competition with Employer; and
(iii) Employee shall continue to devote substantially all of his time to the
business affairs of the Employer. The Employer will be deemed to have been
afforded an opportunity to purchase a business if, at least 60 days prior to
any such acquisition by the Employee, the Employer is presented a description
of such business and a detailed description of the terms upon which such
business is to be purchased, and the Board of Directors of the Employer (i)
votes not to acquire such business pursuant to such terms, (ii) fails to make a
determination whether to acquire such business within 20 days of receipt of
such description of such business and such terms, or (iii) terminates
negotiations with such business after initially determining to negotiate to
acquire such business.
12. SPECIFIC PERFORMANCE. The Employee agrees that damages at law
will be an insufficient remedy to the Employer if the Employee violates the
terms of Sections 9, 10 or 11 of this Agreement and that the Employer would
suffer irreparable damage as a result of such violation. Accordingly, it is
agreed that the Employer shall be entitled, upon application to a court of
competent jurisdiction, to obtain injunctive relief to enforce the provisions
of such Sections, which injunctive relief shall be in addition to any other
rights or remedies available to the Employer. The Employee agrees to pay to
the Employer all costs and expenses incurred by the Employer relating to the
enforcement of the terms of Sections 9, 10 or 11 of this Agreement, including
reasonable fees and disbursements of counsel (both at trial and in appellate
proceedings).
13. COMPLIANCE WITH OTHER AGREEMENTS. The Employee represents and
warrants that the execution of this Agreement by him and his performance of his
obligations hereunder will not conflict with, result in the breach of any
provision of or the termination of or constitute a default under any Agreement
to which the Employee is a party or by which the Employee is or may be bound.
14. WAIVER OF BREACH. The waiver by the Employer of a breach of
any of the provisions of this Agreement by the Employee shall not be construed
as a waiver of any subsequent breach by the Employee.
15. ASSIGNMENT. The rights and obligations of the Employer under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Employer. This Agreement is a personal
employment contract and the rights, obligations and interests of the Employee
hereunder may not be sold, assigned, transferred, pledged or hypothecated.
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16. ENTIRE AGREEMENT. This Agreement contains the entire
agreement and supersedes all prior agreements and understandings, oral or
written, between the Employer (or its subsidiaries) and Employee, with respect
to the subject matter hereof, including, without limitation, the 1996 Agreement
and Section D.3 of the Amended and Restated Stockholders Agreement dated as of
October 31, 1995, among Classic Communications, Inc., the Employee, and the
other stockholders of Classic Communications, Inc., as amended, which agreement
provides for severance compensation to the Employee upon termination of his
employment with Classic Communications, Inc. This Agreement may be changed
only by an agreement in writing signed by the party against whom any waiver,
change, amendment, modification or discharge is sought.
17. CONSTRUCTION AND INTERPRETATION.
(a) This Agreement shall be governed by and construed pursuant to
the laws of the State of Texas.
(b) The headings of the various sections in this Agreement are
inserted for convenience of the parties and shall not affect the meaning,
construction or interpretation of this Agreement.
(c) Any provision of this Agreement which is determined by a court
of competent jurisdiction to be prohibited, unenforceable or not authorized in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition, unenforceability or non-authorization without invalidating
the remaining provisions hereof or affecting the validity, enforceability or
legality of such provision in any other jurisdiction. In any such case, such
determination shall not affect any other provision of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and effect.
If any provision or term of this Agreement is susceptible to two or more
constructions or interpretations, one or more of which would render the
provision or term void or unenforceable, the parties agree that a construction
or interpretation which renders the term or provision valid shall be favored.
18. NOTICE. All notices which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given
when received if personally delivered; when transmitted if transmitted by
telecopy or similar electronic transmission method; one working day after it is
sent, if sent by recognized expedited delivery service; and five days after it
is sent, if mailed, first class mail, certified mail, return receipt requested,
with postage prepaid. In each case notice shall be sent:
To the Employer: Classic Communications, Inc.
Classic Cable, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
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With a copy to: ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
To the Employee at his address herein above written.
19. VENUE; PROCESS. The parties to this Agreement agree that
jurisdiction and venue in any action brought pursuant to this Agreement to
enforce its terms or otherwise with respect to the relationships between the
parties shall properly lie in the District Court of the State of Texas in and
for ▇▇▇▇▇▇ County. Such jurisdiction and venue are merely permissive;
jurisdiction and venue shall also continue to lie in any court where
jurisdiction and venue would otherwise be proper. The parties agree that they
will not object that any action commenced in the foregoing jurisdiction is
commenced in a forum non conveniens. The parties further agree that the
mailing by certified or registered mail, return receipt requested, of any
process required by any such court shall constitute valid and lawful service of
process against them, without the necessity for service by any other means
provided by statute or rule of court.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.
CLASSIC COMMUNICATIONS, INC.
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Executive Officer
CLASSIC CABLE, INC.
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chief Executive Officer
/s/ ▇▇▇▇▇▇ ▇. SEACH
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▇▇▇▇▇▇ ▇. SEACH
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