Exhibit 10.11
EXECUTION COPY
EXECUTIVE EMPLOYMENT
AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT
(this “ Agreement ”) is made as of March 1, 2004
by and between Atlantic Broadband Management, LLC, a Delaware
limited liability company (the “ Company ”), and
Almis Kuolas (“ Executive ”).
WHEREAS, the Company has offered and
Executive has accepted a position of employment with the Company as
vice president and chief technology officer.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Employment . The
Company will employ Executive, and Executive accepts employment
with the Company, upon the terms and subject to the conditions set
forth in this Agreement, for the period beginning on the date of
this Agreement and ending as provided in Section 5 hereof
(the “ Employment Period ”).
Section 2. Position and
Duties . During the Employment Period, Executive will serve as
vice president and chief technology officer of Holdings and each of
its Subsidiaries and render such managerial, analytical,
administrative, marketing, creative and other executive services to
Holdings and its Subsidiaries as are from time to time necessary in
connection with the management and affairs of Holdings and its
Subsidiaries, in each case, subject to the authority of the board
of managers of the Company (the “ Board ”) or
the chief executive officer of the Company to define and limit such
executive services. Executive will devote his best efforts and all
of his business time and attention (except for permitted vacation
periods and reasonable periods of illness or other incapacity) to
the business and affairs of Holdings and its Subsidiaries.
Executive will report directly to Holdings’ chief executive
officer or such other officer as Holdings’ chief executive
officer may direct from time to time. Executive will perform his
duties and responsibilities to the best of his abilities in a
diligent, trustworthy, businesslike and efficient
manner.
Section 3. Salary and
Benefits .
(a) Salary . During the
Employment Period, the Company will pay Executive salary at a rate
equal to $175,000 per annum (as in effect from time to time,
the “ Salary ”) as compensation for services.
The Salary will be payable in regular installments in accordance
with the general payroll practices of the Company and its
Subsidiaries.
(b) Benefits . During the
Employment Period, the Company will provide Executive with family
health and dental, life, long-term disability and directors’
and officers’ liability insurance under such plans as the
Board may establish or maintain from time to time for senior
executive officers of Holdings and its Subsidiaries (collectively,
the “ Benefits ”). Executive will be entitled to
[four] weeks of paid vacation each year.
(c) Reimbursement of Expenses
. During the Employment Period, the Company will reimburse
Executive for all reasonable out-of-pocket expenses incurred by him
in the course of performing his duties under this Agreement which
are consistent with the Company’s policies in effect from
time to time with respect to travel, entertainment and other
business expenses, subject to the Company’s requirements with
respect to reporting and documentation of such expenses.
Section 4. Bonus . Following
the end of each fiscal year during the Employment Period, in
addition to Executive’s Salary, the Board may, in its sole
discretion, award Executive a bonus (the “ Bonus
”) of up to [30%] of the amount of Executive’s
Salary in effect at the time such Bonus is declared as the Board
deems appropriate in light of Executive’s performance and the
performance of Holdings and its Subsidiaries, including their
performance relative to budgeted EBITDA, numbers of subscribers,
capital expenditures and other goals established from time to time
by the Board and/or any other facts and circumstances that the
Board, in its sole discretion, may deem to be relevant. Any Bonus
awarded hereunder will be payable in accordance with the general
payroll practices of the Company and its Subsidiaries, but not
prior to the receipt by Holdings of audited consolidated financial
statements for Holdings and its Subsidiaries for the applicable
fiscal year.
Section 5. Termination
.
(a) The Employment Period will
continue until the earliest of: (i) the fifth anniversary of the
date hereof; (ii) Executive’s resignation, death or
disability or other incapacity (as determined by the Board in good
faith); or (iii) the giving of notice of termination by the Company
or a majority of the members of the Board (A) for Cause or (B) for
any other reason or for no reason (a termination described in this
clause (iii)(B) being a termination by the Company “
Without Cause ”) (the date on which such earliest
event occurs, the “ Termination Date ”). For
purposes of this Agreement, “ Cause ” will mean
(i) Executive’s neglect or refusal to perform his duties
hereunder or Executive’s noncompliance (except where due to
disability) with directives or other instructions issued to
Executive from time to time by the Board or the Company’s
chief executive officer, which neglect, refusal or noncompliance
will not have been corrected by Executive within 30 days following
receipt by Executive of written notice from the Company of such
neglect, refusal or noncompliance, which notice will specifically
set forth the nature of said neglect, refusal or noncompliance and
the actions required to correct the same, (ii) any willful or
intentional act of Executive that has the intended effect of
injuring the reputation or business of Holdings or any of its
Subsidiaries or Affiliates in any material respect; (iii) any
continued or repeated absence from the Company, unless such absence
is (A) in compliance with Company policy or approved or excused by
the Board or (B) is the result of Executive’s permitted
vacation, illness, disability or incapacity, (iv) use of illegal
drugs by Executive or repeated public drunkenness, (v) conviction
of, or a plea of guilty or no contest or similar plea with respect
to, a felony or (vi) the commission by Executive of an act of fraud
or embezzlement.
(b) In the event the Employment
Period expires on the fifth anniversary of the date hereof or is
terminated due to Executive’s resignation, death, disability
or other incapacity or by the Company for Cause or in connection
with a Sale of the Company, Executive will not be entitled to
receive his Salary or any fringe benefits or Bonus for periods
after the expiration or termination of the Employment Period. In
the event the Employment Period is terminated by the
-2-
Company Without Cause, then, so long as
Executive continues to comply with Sections 7 and 8
hereof, Executive will be entitled to receive (i) severance
payments in an aggregate amount equal to six months’ Salary
based on the Salary in effect at the time the Employment Period is
terminated and (ii) Benefits at the same level as they are provided
from time to time to the Company’s senior management
employees, for a period equal to six months from the date of such
termination. Any such severance payments paid to Executive by the
Company will be paid in equal monthly installments; provided
, that Executive will be required to sign a release of all past,
present and future claims against ABRY, its Affiliates and the
Related Companies as a condition to receiving such payments and
Benefits.
Section 6. Resignation as Officer
or Director . Upon the termination of the Employment Period,
Executive will be deemed to have resigned from each position (if
any) that he then holds as an officer or director of Holdings or
any of its Subsidiaries, and Executive will take any action that
Holdings or any of its Subsidiaries may request in order to confirm
or evidence such resignation.
Section 7. Confidential
Information . Executive acknowledges that the information,
observations and data that have been or may be obtained by
Executive during his employment relationship with, or, if
applicable, through his involvement as a member or stockholder of,
Holdings or any of its Subsidiaries or predecessor thereof (each of
Holdings, any of its Subsidiaries or Affiliates and any such
affiliate predecessor being a “ Related Company
” and, collectively, the “ Related Companies
”) or through other communications with, or access to
information of, the Related Companies, prior to and after the date
of this Agreement concerning the business or affairs of the Related
Companies (collectively, “ Confidential Information
”) are and will be the property of the Related Companies.
Therefore, Executive agrees that he will not disclose to any
unauthorized Person or use for the account of himself or any other
Person any Confidential Information without the prior written
consent of Holdings (by the action of the Board), unless and to the
extent that such Confidential Information has become generally
known to and available for use by the public other than as a result
of Executive’s improper acts or omissions to act, or is
required to be disclosed by law. Executive will deliver or cause to
be delivered to the Company at the termination of Executive’s
employment with the Company and its Subsidiaries, or at any other
time the Company or any of its Subsidiaries may request, all
memoranda, notes, plans, records, reports, computer tapes and
software and other documents and data (and copies thereof)
containing or relating to Confidential Information or the business
of any Related Company which Executive may then possess or have
under his control.
Section 8. Non-Compete,
Non-Solicitation .
(a) Non-Compete . Executive
acknowledges that during his employment relationship with, or
through his involvement as a member or stockholder of, any Related
Company, Executive has and will become familiar with trade secrets
and other Confidential Information concerning such Related
Companies, and with investment opportunities relating to their
respective businesses, and that Executive’s services have
been and will be of special, unique and extraordinary value to the
foregoing entities. Therefore, Executive agrees that, during the
Employment Period and for a period of two years thereafter (the
“ Noncompete Period ”), he will not directly or
indirectly own, manage, control, participate in, consult with,
render services for, or in any other manner engage in any business,
or invest in or lend money to any business (in
-3-
each case, including on his own behalf or on
behalf of another Person) which constitutes or is competitive with
(including, without limitation, by competing for the same
subscriber or customer base) any business conducted by any System
owned or managed by any Related Company
