Revised Amendment No. 2 to Employment Agreement between William T. Schleyer and Adelphia Communications Corporation

Summary

This document is a revised amendment to the employment agreement between William T. Schleyer and Adelphia Communications Corporation. It updates specific terms regarding Schleyer's role as CEO and Board member, clarifying conditions under which changes to his duties or removal from certain positions would be considered grounds for resignation. All other terms of the original employment agreement remain unchanged. The amendment is effective as of March 10, 2003, and is signed by both parties.

EX-10.08 3 a1177601.txt TERMS AND CONDITIONS OF EMPLOYMENT Exhibit 10.08 ------------- Revised Amendment No. 2 to the Terms and Conditions of Employment between William T. Schleyer ("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/ William T. Schleyer - ------------------------------ Adelphia Communications Corporation William T. Schleyer By: /s/ Erkie Kailbourne ------------------------------ March 10, 2003 Name: Erkie Kailbourne Title: Chairman and Interim Chief Executive Officer March 10, 2003