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6.9 Employee Maners. (a) Falcon shall temdnate, effective as of the Adjustment Time, the employment of each Headquarters Employee who remains in employment as of the Closing other than those Headquarters Employees designated in a written notice delivered by Buyer to Sellers not later am 60 days afterthe data ofthis Agreement. Seller shall provide affected Headquarters Employees, and otherpardes entitled to receive notice, such notice "my be required under the Worker Adjustment and Retraining Notification Act promptly following receipt of written notice from Buyer described in the preceding sentence. Buyer shall indemnify and hold harmless Sellers from and against my and all liability arising out ofeither Buyer's failure to provide such notice not later than 60 days after the date of this Agreement or the termination of the employment of any Headquarters Employee, except for the payment of compensation and severance benefits, as provided in Section 6.9(b) below, (b) On or prior to Closing, Falcon shall pay any and all compensation owing to Headquarters Employees for my time period prior to and indnding the Casing, including my wages, salaries, bonuses and payments under my Compensation Arrangement owing to such employees. On orpriorto the Closing, subject to the adjustment provided in 2A(b)(viii), Falcon will pay each ofthe Headquarters Employees (including Headquarters Employees who decline continued employment with Buyer), other than (i) those employees identified an Schedule 6.9 and (ii) those Headquarters Employees whose employment will not be terminated in accordance with Section 6.9(a) above (the "Transferred Headquarters Employees"), severance pay on such terms and in such amounts as Falcon may determine in its sole discretion. On or prior to the Closing, Falcon will terminate the Falcon Communications, L.P. 1993 Incentive Performance Plan and provide for the payment ofall benefits due under the terms ofsuch plan and provide for the payment of my amounts due under the Falcon Communications, L.P. Key Executive Equity Program and my such program sponsored by my Falcon Company. (c) At Closing, Falcon shall provide Buyer a schedule setting forth a severance pay amount for each Transferred Headquarters Employee. Upon the termination ofemployment for my reason other than for Cause ofany Transferred Headquarters Employee within six months after the Closing, Buyer shall pay such Transferred Headquarters Employee severance pay in an amount not less than the severance pay amount identified in the schedule of severance pay described in the foregoing sentence. For purposes of this Section, "Cause" shall mem (i) conviction ofa felony or a crime involving moral turpitude, or (it) engaging in acts constituting willful dishonesty, fraud and/or willful failure to carry out the employse'sjob responsibilities. (d) Except as otherwise required in this Section 6.9, all employees of the Falcon Companies who continue in employment following the Closing shall be employed on such terms and conditions as are substantially similar in the aggregate to the terms and conditions of employment ofBuyees and Charter's employees. Each such employee shall receive credit for all purposes other than benefit accrual purposes under my retirement plan or program under my Employee Plan or Compensation Arrangement of the Buyer for past service with my Falcon Company and, to the extent credited under my Employee Plan or Compensation Arrangement ofmy Falcon Company, for past service with my predecessor employer. txvimrnaaxecmroN