Exhibit 10.08
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Revised
Amendment No. 2
to the
Terms and Conditions of Employment
between
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("WTS")
and
Adelphia Communications Corporation (the "Company")
WHEREAS, on March 5, 2003, WTS and the Company executed Amendment No. 2 to
that certain employment agreement executed on January 17, 2003, as previously
amended by Amendment No. 1 thereto on February 21, 2003 (the "Employment
Agreement"); and
WHEREAS, the parties now wish to amend and restate Amendment No. 2 as set
forth in this Revised Amendment No. 2 to the Employment Agreement.
NOW, THEREFORE, Amendment No. 2 to the Employment Agreement is hereby
amended and restated in its entirety:
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. Except as provided in this Revised Amendment No. 2, the terms and
conditions of the Employment Agreement shall remain unchanged.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ Adelphia Communications Corporation
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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March 10, 2003 Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chairman and Interim
Chief Executive Officer
March 10, 2003