EXHIBIT 10.15.19
ADELPHIA COMMUNICATIONS
CORPORATION
EXECUTIVE VICE PRESIDENT CONTINUITY PROGRAM
1.
APPLICABILITY
The Adelphia Communications
Corporation Executive Vice President Continuity Program (the
“Program”) applies to those Executive Vice Presidents
of Adelphia Communications Corporation, a Delaware corporation (the
“Company”) and those of its affiliates that are debtors
and debtors in possession under chapter 11 of title 11 of the
United States Code whose cases (collectively, the “Chapter 11
Case”) are jointly administered under case number 02-41729
(REG) (each, a “Debtor”, and collectively, the
“Debtors” or “Adelphia”), and who are
selected to participate in accordance with Section 3 of this
Program.
2.
PURPOSE AND EFFECTIVE
DATE
(a)
The purpose of
this Program is to encourage “Participants” (as defined
in Section 3) to continue their employment with the Debtors
during the period of the Chapter 11 Case by establishing a program
governing the circumstances under which a Participant will be
eligible to receive a stay bonus (the “Bonus”, and
collectively, the “Bonuses”) in connection with the
Participant’s continued employment through the “Payment
Date” (as defined below).
(b)
The Program is
adopted and effective as of April 20, 2005 (the
“Effective Date”), in accordance with an order issued
by the United States Bankruptcy Court for the Southern District of
New York (the “Bankruptcy Court”), such court having
jurisdiction over the Chapter 11 Case.
3.
ELIGIBILITY AND AMOUNT OF
BONUSES
Those employees of the Debtors who
have received written notice from the “Program
Administrator” (as defined below) that they have been
selected for coverage under the Program shall be eligible to
participate in the Program (each a
“Participant”). Such notice shall set forth the
amount of each Participant’s Bonus and shall be distributed
as soon as practicable following the Effective Date. The date
of such notice shall be referred to as the “Participation
Date.”
4.
PAYMENT OF
BONUS
Subject to Section 5 below,
unless otherwise agreed between the Company and a Participant, the
Bonuses shall be payable in one lump sum payment, on the payroll
date immediately following the earlier of (i) the Emergence
Date and (ii) a Change in Control (the “Payment
Date”); provided , the Participant is employed by a
Debtor on the Payment Date.
5.
TERMINATION OF
EMPLOYMENT
(a)
Notwithstanding
anything contained herein to the contrary, in the event a
Participant’s employment is terminated for one of the
following reasons: (i) at any time from the Participation Date
through the Payment Date, as a result of death or
“Disability” (as defined in the Company’s long
term disability insurance plan), or (ii) at any time from the
Participation Date through the Payment Date by a Debtor without
“Cause” (as defined below), such Participant (or
his/her beneficiary in the event of death) shall be entitled to
receive his/her Bonus if the Chief Executive Officer of the Company
(“CEO”), in his sole discretion, determines that such
Participant is entitled to receive such amounts.
(b)
In the event a
Participant voluntarily terminates employment with a Debtor, or
his/her employment is terminated for any reason other than the
reasons set forth in Section 5(a) above, prior to the
Payment Date, such Participant shall be ineligible to receive
his/her Bonus or any other benefit under this Program.
(c)
Notwithstanding
anything contained herein to the contrary, a Participant may be
required to execute an agreement releasing any and all claims the
Participant may have against, among others, the Debtors or their
current or former shareholders, officers, employees or directors,
each of the foregoing in their capacity as such, (the
“Release”) and any applicable revocation period set
forth in the Release must have expired, before he/she will receive
payment of his/her Bonus.
(d)
Notwithstanding
anything contained herein to the contrary, the obligation of the
Debtors to a Participant to make any payments under this Program
shall cease and the Participant agrees to pay to the Debtors, upon
written demand of the Company, in a single cash, lump sum, the net
after-tax amounts received under this Program, if the Participant
breaches any restrictive covenant that he/she is bound to pursuant
to any agreement with one or more of the Debtors, or an employee
benefit plan of one or more of the Debtors.
6.
DEFINITIONS
. For purposes of this Program, the following
definitions shall apply:
(a)
“Bankruptcy
Plan” shall mean the plan or plans of reorganization
involving the Company in connection with its Chapter 11
Case.
(b)
“Board” shall
mean the board of directors of the Company.
(c)
“Cause” shall
have the meaning set forth in any employment agreement a
Participant has entered into with a Debtor; provided ,
however , that if a Participant is not party to such an
employment agreement, “Cause” shall mean: (i) a
Participant’s refusal or repeated failure to perform the
duties assigned to him or her; (ii) any act by the Participant
that has the effect of injuring the reputation or business of the
Debtor for which the Participant is employed; (iii) the
conviction by the employee of a felony; (iv) any violation by
the Participant of the rules, regulations or policies of the Debtor
for which the Participant is employed; (v) theft by the
Participant; or (vi) commission by the Participant of an act
of gross misconduct, fraud or embezzlement.
(d)
“Change in
Control” shall mean the occurrence of any of the following
events, whether on, before or following the Emergence Date, in each
case pursuant to the terms of a definitive written agreement with
one or more of the Debtors entered into on or prior to the
Emergence Date:
(i)
Consummation of
an acquisition on or after the Emergence Date by any individual,
entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)
(a “Person”)) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
50% or more of either (A) the then-outstanding shares of
common stock of the Company issued pursuant to the Bankruptcy Plan
(the “Outstanding Company Common Stock”) or
(B) the combined voting power of the
then-outstandi
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