Common use of Compensation; Reimbursement Clause in Contracts

Compensation; Reimbursement. (a) Employer shall pay to Employee as compensation for all services rendered by Employee during the Employment Period a base annual salary of $1350,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by Employer. The board of directors of Employer (the "Board of Directors") shall have the right to increase Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors, in its sole discretion, may, with respect to any year during the Employment Period, award a bonus or bonuses to Employee in addition to the bonus provided for in Section 3(b). (b) In addition to the Basic Salary paid pursuant to Section 3(a), Employer agrees to pay as incentive compensation a one time $33,750.00 "signing bonus", as well as an annual bonus in an amount in accordance with the bonuses paid to other senior officers of Employer, after the initial twelve (12) month employment period, based upon Employee's performance, as determined each year by the Board of Directors of Employer. (c) Employer shall reimburse Employee for all reasonable expenses incurred by Employee in the performance of his duties under this Agreement; provided, however, that Employee must furnish to Employer an itemized account, satisfactory to Employer, in substantiation of such expenditures. (d) Employee shall be entitled to the use of a corporate vehicle, or $500 per month car allowance, and such fringe benefits, including, but not limited to, medical, dental and other insurance benefits, as may be provided from time to time by Employer to other senior officers of Employer. Employee shall also be entitled to participate in Employer's 401(k) plan.

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the Employment Period term of this Agreement a base annual basic annualized salary of $1350,000 350,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The board of directors of Employer (the "Board of Directors") Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of DirectorsDirectors of the Employer, in its sole discretion, may, with respect to any year during the Employment Periodterm hereof, award a bonus or bonuses to the Employee in addition to the bonus bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer agrees to may pay as incentive compensation a one time $33,750.00 "signing bonus", as well as an annual bonus in an amount in accordance with the bonuses paid to other senior officers of Employer, after the initial twelve (12) month employment period, based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of a his current corporate vehicle, or $500 per month car allowance, vehicle and such fringe benefits, including, but not limited to, medicalsplit-dollar life insurance, dental medical and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. Employee shall also be entitled . (e) The Employer will use all reasonable efforts to participate in have the appropriate provisions of this Agreement approved by the Employer's 401(k) planshareholders, or take such other actions reasonably required to restructure the payments hereunder in order to avoid taxes under Section 280G of the Internal Revenue Code of 1986, as amended.

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the Employment Period term of this Agreement a base annual basic annualized salary of $1350,000 200,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The board of directors of Employer (the "Board of Directors") Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of DirectorsDirectors of the Employer, in its sole discretion, may, with respect to any year during the Employment Periodterm hereof, award a bonus or bonuses to the Employee in addition to the bonus bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer agrees to may pay as incentive compensation a one time $33,750.00 "signing bonus", as well as an annual bonus in an amount in accordance with the bonuses paid to other senior officers of Employer, after the initial twelve (12) month employment period, based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of a his current corporate vehicle, or $500 per month car allowance, vehicle and such fringe benefits, including, but not limited to, medical, dental medical and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer shall adopt a restricted stock award plan pursuant to which stock awards will be granted for a total of 24,040 shares of the Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided herein. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement. Employee (or such entity) is to receive a transaction fee of $300,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee shall also (or such entity) and Stevxx X. Xxxch ("Seach") are to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be entitled to participate in Employer's 401(k) plan.allocated by Employee

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the Employment Period term of this Agreement a base annual basic annualized salary of $1350,000 350,000 per year 2 (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The board of directors of Employer (the "Board of Directors") Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of DirectorsDirectors of the Employer, in its sole discretion, may, with respect to any year during the Employment Periodterm hereof, award a bonus or bonuses to the Employee in addition to the bonus bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer agrees to may pay as incentive compensation a one time $33,750.00 "signing bonus", as well as an annual bonus in an amount in accordance with the bonuses paid to other senior officers of Employer, after the initial twelve (12) month employment period, based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of a his current corporate vehicle, or $500 per month car allowance, vehicle and such fringe benefits, including, but not limited to, medical, dental medical and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer shall adopt a restricted stock award plan pursuant to which stock awards will be granted for a total of 24,040 shares of the Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided herein. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement, Employee (or such entity) is to receive a transaction fee of $250,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee shall also (or such entity) and J. Merrxxx Xxxxxxx ("Xelixxx") xre to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be entitled to participate in Employer's 401(k) plan.allocated by Employee

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the Employment Period a base annual salary of $1350,000 300,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The board of directors of the Employer (the "Board of Directors") shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors, in its sole discretion, may, with respect to any year during the Employment Period, award a bonus or bonuses to the Employee in addition to the bonus provided for in Section 3(b). (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer agrees shall pay to pay as incentive compensation the Employee a one time $33,750.00 "signing bonus"bonus for the calendar year ending December 31, as well as an annual bonus 2000 in an amount in accordance equal to 50% of the Basic Salary paid to the Employee during the period beginning on the Commencement Date and ending on December 31, 2000 (specifically, $103,125), provided Employee is employed by the Employer as of such date. The bonus payable pursuant to this Section 3(b) shall be paid to employee on a date consistent with the payment of bonuses paid for the year 2000 to other senior officers of Employerthe Company. The Employee shall be entitled to receive bonuses for the calendar years beginning after December 31, after 2000 in accordance with bonus programs established for the initial twelve (12) month employment period, based upon EmployeeCompany's performance, as determined each year senior officers by the compensation committee of the Board of Directors of EmployerDirectors. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to the use of a corporate vehicle, or $500 per month car allowance, vehicle and such fringe benefits, including, but not limited to, medical, dental and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. The Employee shall also be entitled to participate in the Employer's 401(k) plan.

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the Employment Period term of this Agreement a base annual basic annualized salary of $1350,000 175,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The board of directors of Employer (the "Board of Directors") Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of DirectorsDirectors of the Employer, in its sole discretion, may, with respect to any year during the Employment Periodterm hereof, award a bonus or bonuses to the Employee in addition to the bonus bonuses provided for in Section 3(b). (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer agrees to may pay as incentive compensation a one time $33,750.00 "signing bonus", as well as an annual bonus in an amount in accordance with the bonuses paid to other senior officers of Employer, after the initial twelve (12) month employment period, based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to the use of (i) a corporate vehicle, (ii) the use of a country club membership in the name of the Employer, in either Tyler, Texas or $500 per month car allowanceAustin, Texas, subject to the approval of the Employer; provided that Employer shall pay the membership fee and reasonable monthly maintenance fees and Employee shall pay all other costs of such membership; and (iii) such fringe benefits, including, but not limited to, medical, dental medical and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. Employee shall also be entitled to participate in Employer's 401(k) plan.

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the Employment Period a base annual salary of $1350,000 175,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The board of directors of the Employer (the "Board of Directors") shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors, in its sole discretion, may, with respect to any year during the Employment Period, award a bonus or bonuses to the Employee in addition to the bonus Signing Bonus (as defined below) provided for in Section 3(b). For the calendar year ending December 31, 2000, the Board of Directors, in its sole discretion, may award a bonus or bonuses to the Employee based on the Employee's performance in an amount up to 50% of the Basic Salary paid to the Employee during the period beginning on the Commencement Date and ending on December 31, 2000. Any bonus or bonuses paid pursuant to this Section 3(a) shall be paid to the Employee on a date consistent with the payment of bonuses to other senior officers of the Company. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer agrees shall pay to pay as incentive compensation the Employee a one time $33,750.00 bonus (the "signing bonusSigning Bonus", as well as an annual bonus ) in an amount in accordance with equal to $20,000 upon the bonuses paid Employee first reporting to other senior officers of Employer, after the initial twelve (12) month employment period, based upon Employee's performance, as determined each year by the Board of Directors of EmployerEmployer to begin performing his duties under this Agreement. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The parties acknowledge that the Employee is required to change his permanent place of residence from Colleyville, Texas to Bullard, Texas in order to perform his duties hereunder. The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in connection with such relocation; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (e) The Employee shall be entitled to the use of a corporate vehicle, or $500 per month car allowance, vehicle and such fringe benefits, including, but not limited to, medical, dental dental, term life and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. The Employee shall also be entitled to participate in the Employer's 401(k) plan.

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the Employment Period term of this Agreement a base annual basic annualized salary of $1350,000 350,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The board of directors of Employer (the "Board of Directors") Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of DirectorsDirectors of the Employer, in its sole discretion, may, with respect to any year during the Employment Periodterm hereof, award a bonus or bonuses to the Employee in addition to the bonus bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Employee. (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer agrees to may pay as incentive compensation a one time $33,750.00 "signing bonus", as well as an annual bonus in an amount in accordance with the bonuses paid to other senior officers of Employer, after the initial twelve (12) month employment period, based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of a his current corporate vehicle, or $500 per month car allowance, vehicle and such fringe benefits, including, but not limited to, medical, dental medical and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. (e) As soon as possible after the effective date of this Agreement, the Employer shall adopt a restricted stock award plan pursuant to which stock awards will be granted for a total of 24,040 shares of the Employer's Common Stock, or approximately 7.5 percent of the Employer's shares outstanding on the date hereof, on a fully diluted basis. Restricted stock issued pursuant to such awards shall be subject to a restriction that the first $38 of distributions, whether dividends, upon liquidation, or otherwise shall be withheld by the Employer and distributed to the other holders of Employer's Common Stock. Such awards shall vest evenly on a monthly basis over three years (1/36 per month) beginning on the effective date of a Successful Recapitalization (defined below). Vesting of such awards shall accelerate upon death, disability, or a Liquidation Event. Previous restricted stock awards made to Employee pursuant to the Employer's 1996 Restricted Stock Award Plan shall be canceled upon issuance of the new awards as provided herein. (f) In addition to the compensation provided for in this Agreement, the Employer and the Employee acknowledge that they have previously agreed to the retention by Employer of Employee (or at Employee's direction, an entity controlled by the Employee) to provide consulting services for which no compensation is paid pursuant to this Agreement, Employee (or such entity) is to receive a transaction fee of $250,000 upon a Successful Recapitalization prior to September 1, 1998. "Successful Recapitalization" shall mean any issuance of equity and/or debt securities by Classic Communications, Inc. and/or Classic Cable, Inc. approved by the Board of Directors of the Employer. In addition, the Employee shall also (or such entity) and J. Merrxxx Xxxxxxx ("Xelixxx") xre to receive, in the aggregate, a 1% transaction fee on the "Transaction Value" of each "Net Additional Financing" by and all "M&A Activity" of Employer. Such 1% fee may be entitled to participate in Employer's 401(k) plan.allocated by Employee

Compensation; Reimbursement. (a) The Employer shall pay to the Employee as compensation for all services rendered by the Employee during the Employment Period term of this Agreement a base annual basic annualized salary of $1350,000 120,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The board of directors of Employer (the "Board of Directors") Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of DirectorsDirectors of the Employer, in its sole discretion, may, with respect to any year during the Employment Periodterm hereof, award a bonus or bonuses to the Employee in addition to the bonus bonuses provided for in Section 3(b). (b) In addition to the Basic Salary paid pursuant to Section 3(a), the Employer agrees to may pay as incentive compensation a one time $33,750.00 "signing bonus", as well as an annual bonus in an amount in accordance with the bonuses paid to other senior officers of Employer, after the initial twelve (12) month employment period, based upon the Employee's performance, as determined each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his her duties under this Agreement; provided, however, that the Employee must furnish to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to the use of a corporate vehicle, or $500 per month car allowance, vehicle and such fringe benefits, including, but not limited to, medical, dental medical and other insurance benefits, as may be provided from time to time by the Employer to other senior officers of the Employer. Employee shall also be entitled to participate in Employer's 401(k) plan.