CLASSIC CABLE INC
EMPLOYEE RETENTION PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>d92269ex10-1.txt
<DESCRIPTION>EMPLOYEE RETENTION PLAN
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                                                                    EXHIBIT 10.1


                               CLASSIC CABLE, INC.
                           KEY EMPLOYEE RETENTION PLAN


         1. APPLICABILITY

         The Classic Cable, Inc. Key Employee Retention Plan (the "Plan")
         applies to eligible employees of Classic Cable, Inc. (the "Company").

         2. PURPOSE

         The purpose of this Plan is to encourage eligible employees of the
         Company to continue their employment with the Company during the period
         of the Company's restructuring by establishing a binding written
         Company policy governing the circumstances under which bonuses
         ("Retention Bonuses") will be paid.

         3. ELIGIBILITY

                  (a) Covered employees are limited to those key employees of
         the Company who have received written notice from the Plan
         Administrator (as defined below) that they have been selected for
         coverage under the Plan (each a "Participant").

                  (b) Each Participant shall receive written notification of
         participation in the Plan, as soon as practicable after the effective
         date of the Plan.

         4. AMOUNT AND PAYMENT OF RETENTION BONUS

                  (a) Subject to Section 5 below, the amount of each
         Participant's Retention Bonus shall be set forth in his/her notice of
         participation in the Plan.

                  (b) Subject to Section 5 below, and unless otherwise agreed to
         between the Company and a Participant, Retention Bonuses shall be paid
         to the Participants, in one lump sum payment, within ten (10) days
         following the earlier of (i) June 30, 2002 and (ii) a "Trigger Event"
         (the "Payment Date").

                  (c) For purposes of this Plan, a "Trigger Event" shall mean
         consummation of (i) the Company's sale of substantially all of its
         assets, in one or more transactions; (ii) a reorganization or merger of
         the Company, or any other arrangement or corporate reorganization,
         whereby control of the Company is transferred to another employer;
         (iii) a confirmed plan of reorganization for the Company pursuant to
         title 11 of the United States Code; or (iv) a restructuring (including
         payment) of substantially all of the Company's long term public
         indebtedness.

         5. TERMINATION OF EMPLOYMENT

                  (a) In the event a Participant's employment with the Company
         is terminated because of death or disability or without "Cause" (as
         defined below), in each case prior to the Payment Date, such
         Participant (or his/her beneficiary in the event of death) shall be
         entitled to payment of the full amount of his/her Retention Bonus
         calculated in accordance with Section 4 of this Plan. Retention Bonuses
         paid pursuant to this Section 5(a), shall be paid on the Payment Date.



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                  (b) In the event a Participant voluntarily terminates
         employment with the Company, or his/her employment is terminated by the
         Company for Cause, in either case, prior to the Payment Date, such
         Participant shall be ineligible to receive a Retention Bonus.

                  (c) The Company shall have "Cause" to terminate a
         Participant's employment if such Participant has (i) refused or
         repeatedly failed to perform the duties assigned to him/her; (ii)
         engaged in a willful or intentional act that has the effect of injuring
         the reputation or business of the Company in any material respect;
         (iii) continually or repeatedly been absent from the Company, unless
         due to serious illness or disability; (iv) used illegal drugs or been
         impaired due to other substances; (v) been convicted of any felony;
         (vi) committed an act of gross misconduct, fraud, embezzlement or theft
         against the Company; (vii) engaged in any act of such extreme nature
         that the Company determines to be grounds for immediate dismissal; or
         (viii) violated a material company policy.

         6. GENERAL PROVISIONS

                  (a) Payments under this Plan shall not constitute wages and
         shall be paid by the Company from the general assets of the Company;
         provided that no director, officer or employee of the Company shall be
         personally liable in the event the Company is unable to make any
         payments under this Plan due to a lack of, or inability to access,
         funding or financing, legal prohibition (including statutory or
         judicial limitations) or failure to obtain any required consent.
         Notwithstanding anything in this Plan to the contrary, any payments to
         be made hereunder shall only be made as and to the extent the Company
         has adequate funding therefor.

                  (b) Payments under this Plan are subject to Federal, state and
         local income tax withholding and all other applicable Federal, state
         and local taxes. The Company shall withhold, or cause to be withheld,
         from any payments made hereunder all applicable Federal, state and
         local withholding taxes and may require the employee to file any
         certificate or other form in connection therewith.

                  (c) Nothing contained herein shall give any employee the right
         to be retained in the employment of the Company or any successor, or
         affect the Company's right to dismiss any employee at will.

                  (d) This Plan is not a term or condition of any individual's
         employment and no employee shall have any legal right to payments
         hereunder except to the extent all conditions relating to the receipt
         of such payments have been satisfied in accordance with the terms of
         this Plan as set forth herein.

                  (e) Nothing contained herein shall give an employee any right
         to any employee benefit upon termination of employment with the
         Company, except as required by law or provided by the terms of another
         employee benefit plan document relating to the treatment of former
         employees generally.

                  (f) No person having a benefit under this Plan may assign,
         transfer or in any other way alienate the benefit, nor shall any
         benefit under this Plan be subject to garnishment, attachment,
         execution or levy of any kind.



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                  (g) Receipt of all benefits under this Plan by any Participant
         shall be (i) in lieu of all other retention payments of any kind
         whatsoever due to such Participant under any other plan or agreement of
         the Company, including, without limitation, any benefits payable under
         any employment agreement between the Company and the Participant that
         are specifically identified as a retention bonus, and (ii) deemed a
         waiver of a Participant's rights with respect to any and all such
         payments.

         7. ADMINISTRATION

                  (a) The Plan shall be administered by the Company's General
         Counsel or such other person designated by the Chairman of the
         Company's Board of Directors, and the term "Plan Administrator" shall
         refer to the Company's General Counsel or such other designee. For
         purposes hereof, the Plan Administrator is authorized to establish the
         Retention Bonus amounts each Participant will have the opportunity to
         earn hereunder. With respect to benefits to be provided to the Plan
         Administrator under the Plan, the Company's Chief Financial Officer
         shall be considered the "Plan Administrator."

                  (b) Subject to the express provisions of this Plan, the Plan
         Administrator shall have sole authority to interpret the Plan
         (including any vague or ambiguous provisions) and to make all other
         determinations deemed necessary or advisable for the administration of
         the Plan. All determinations and interpretations of the Plan
         Administrator shall be final, binding and conclusive as to all persons.

                  (c) Neither the Plan Administrator nor any employee, officer
         or director of the Company shall be personally liable by reason of any
         action taken with respect to the Plan for any mistake of judgment made
         in good faith, and the Company shall indemnify and hold harmless each
         employee, officer or director of the Company, including the Plan
         Administrator, to whom any duty or power relating to the administration
         or interpretation of the Plan may be allocated or delegated, against
         any reasonable cost or expense (including counsel fees) or liability
         (including any sum paid in settlement of a claim with the approval of
         the Board of Directors of the Company) arising out of any act or
         omission to act in connection with the Plan unless arising out of such
         person's own fraud, bad faith or gross negligence.

         8. APPLICABLE LAW

         This Plan and all action taken under it shall be governed as to
         validity, construction, interpretation and administration by the laws
         of the State of New York and applicable Federal law.

         9. AMENDMENT OR TERMINATION

         The Board of Directors of the Company may amend, suspend or terminate
         the Plan or any portion thereof at any time; provided, however, that
         unless the written consent of a Participant is obtained, no such
         amendment or termination shall adversely affect the rights of such
         Participant.




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         10. EFFECTIVE DATE

         The Plan shall become effective upon and shall be subject to approval
         of the Company's Board of Directors.


September 24, 2001
                                              CLASSIC CABLE, INC.



                                              By:
                                                 -------------------------------




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