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

Summary

This amendment updates the employment agreement between William T. Schleyer and Adelphia Communications Corporation. It revises the terms under which Mr. Schleyer can claim "Good Reason" for leaving his position, specifically clarifying the conditions related to his roles as CEO, Board member, and Chairman. The amendment also outlines steps for further changes pending court approval and a new corporate governance plan. All other terms of the original agreement remain unchanged.

EX-10.08 12 a1175664.txt AMENDMENT NO. 2 TO TERMS AND CONDITIONS Exhibit 10.08 ------------- Amendment No. 2 to the Terms and Conditions of Employment between William T. Schleyer ("WTS") and Adelphia Communications Corporation (the "Company") WHEREAS, WTS and the Company wish to amend that certain employment agreement executed on January 17, 2003, as amended by Amendment No. 1 thereto on February 21, 2003 (the "Employment Agreement"). NOW, THEREFORE, the parties hereby agree as follows: 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. Upon (a) the favorable resolution of the litigation currently before the Bankruptcy Court between the Company and the Official Committee of Shareholders and (b) the adoption by the Company of a revised plan of corporate governance, the Company shall use its reasonable best efforts to obtain Bankruptcy Court approval to amend Clauses (i) and (ii) of Section 8(b) of the Employment Agreement to read as follows: "(i) a demotion or removal from the positions of CEO or Chairman of the Board; (ii) a material adverse change by the Company in WTS's duties or responsibilities;" 4. Except as provided in this 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 ----------------------- Name: Erkie Kailbourne March 5, 2003 Title: Chairman and Interim Chief Executive Officer March 5, 2003