Exhibit 10.08
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Amendment No. 2
to the
Terms and Conditions of Employment
between
Xxxxxxx X. Xxxxxxxx ("WTS")
and
Adelphia Communications Corporation (the "Company")
WHEREAS, WTS and the Company wish to amend that certain employment
agreement executed on January 17, 2003, as amended by Amendment No. 1 thereto on
February 21, 2003 (the "Employment Agreement").
NOW, THEREFORE, the parties hereby agree as follows:
1. Clause (i) of Section 8(b) of the Employment Agreement is hereby amended
to read as follows: "(i) a demotion or removal from the position of CEO or
member of the Board;"
2. Clause (ii) of Section 8(b) of the Employment Agreement is hereby
amended to read as follows: "(ii) a material adverse change by the Company in
WTS's duties or responsibilities, provided that the removal of WTS from his
position as Chairman of the Board as a result of the election of a non-executive
Chairman of the Board by the nominating committee of the Board after non-binding
consultation with WTS shall not constitute Good Reason under this Section
8(b)(ii), so long as WTS shall remain a member of the Board (i.e. without the
consent of WTS but after consultation, the Company may elect a non-executive
Chairman of the Board);"
3. Upon (a) the favorable resolution of the litigation currently before the
Bankruptcy Court between the Company and the Official Committee of Shareholders
and (b) the adoption by the Company of a revised plan of corporate governance,
the Company shall use its reasonable best efforts to obtain Bankruptcy Court
approval to amend Clauses (i) and (ii) of Section 8(b) of the Employment
Agreement to read as follows: "(i) a demotion or removal from the positions of
CEO or Chairman of the Board; (ii) a material adverse change by the Company in
WTS's duties or responsibilities;"
4. Except as provided in this Amendment No. 2, the terms and conditions of
the Employment Agreement shall remain unchanged.
/s/ Xxxxxxx X. Xxxxxxxx Adelphia Communications Corporation
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Xxxxxxx X. Xxxxxxxx
By: /s/ Xxxxx Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
March 5, 2003 Title: Chairman and Interim
Chief Executive Officer
March 5, 2003
