Exhibit 10.8
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
David J. Keefe (“ Executive ”).
WHEREAS, the Company has offered and
Executive has accepted a position of employment with the Company as
the Company’s chief executive officer; and
WHEREAS, the execution and delivery
of this Agreement by the Company and Executive are conditions to
the consummation of the transactions contemplated by that certain
Incentive Unit Purchase Agreement, dated as of the date hereof, by
and between Atlantic Broadband Group, LLC, a Delaware limited
liability company (“ Holdings ”), and
Executive.
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
a member of the board of managers of Holdings (the “
Board ”) and as the chief executive 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 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
the Board. All other employees of the Company and its Subsidiaries
will report, directly or indirectly, to Executive. 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, subject to the proceeding sentence, the Company
will pay Executive salary at a rate equal to $325,000 per
annum (as in effect from time to time, the “
Salary ”) as compensation for services. The Salary
will increase on each annual anniversary of the date hereof by an
amount equal to 5% of the Salary in effect immediately prior to
such increase. 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 ”). During the Employment Period,
the Company will pay the annual premiums directly associated with
the life insurance coverage provided to Executive pursuant to the
immediately preceding sentence up to an aggregate annual amount
equal to $10,000. 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,
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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, 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 Company Without Cause or
due to Executive’s death, then, so long as Executive
continues to comply with Sections 7 and 8 hereof,
Executive (or Executive’s estate in the case of a termination
due to Executive’s death) 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 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 ”), 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.
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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
