Charter 2004 Annual Report Download - page 83

CHARTER COMMUNICATIONS, INC. 2004 FORM 10-K
(12) Includes a ‘‘stay’’ bonus representing the principal and interest forgiven under employee’s promissory note, amounting to $363,000 for 2002; and $225,000 awarded as a
bonus for services performed in 2002.
(13) Includes a ‘‘stay’’ bonus representing the principal and interest forgiven under employee’s promissory note, amounting to $181,500 for 2002; and $100,000 awarded as a
bonus for services performed in 2002.
(14) Amount attributed to personal use of the corporate airplane in 2003 and $100,000 attributed to personal use and commuting in the corporate airplane in 2002 and
$114,961 for purchase of a car in 2002.
(15) Includes (i) for 2004, reimbursement for taxes (on a ‘‘grossed up’’ basis) paid in respect of prior reimbursements for relocation expenses, and (ii) for 2003, $26,010
attributed to personal use of the corporate airplane and $4,800 for car allowance.
(16) Includes reimbursement for taxes (on a ‘‘grossed up’’ basis) paid in respect of prior reimbursements for relocation expenses.
(17) Includes 340,000 performance shares granted in January 2004 under our Long-Term Incentive Program that were to vest on the third anniversary of the grant date only
if Charter meets certain performance criteria. Also includes 680,000 restricted shares issued in exchange for stock options held by the named officer pursuant to the
February 2004 option exchange program described below, one half of which constituted performance shares which were to vest on the third anniversary of the grant
date only if Charter meets certain performance criteria, and the other half of which were to vest over three years in equal one-third installments. At December 31, 2004,
the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $2,310,468, based on a per share market value (closing sale
price) of $2.24 for our Class A common stock on December 31, 2004. All performance shares were forfeited upon termination of employment. The remainder of the
restricted shares will vest in part on the terms described below under ‘‘Employment Arrangements.’’
(18) These restricted shares consisted solely of performance shares granted under our Long-Term Incentive Program that were to have vested on the third anniversary of the
grant date only if Charter meets certain performance criteria. At December 31, 2004, the value of all of the named officer’s unvested restricted stock holdings (including
performance shares) was $0, since all performance shares were previously forfeited upon the termination of employment.
(19) Restricted shares granted in 2003 vest over four years in equal one-fourth installments. Restricted shares granted in 2004 represent 77,500 performance shares granted
under our Long-Term Incentive Program that were to vest on the third anniversary of the grant date only if Charter meets certain performance criteria. At
December 31, 2004, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $257,600 based on a per share market
value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004.
(20) Includes 77,500 performance shares granted in January 2004 under our Long-Term Incentive Program that were to vest on the third anniversary of the grant date only if
Charter meets certain performance criteria.
Also includes restricted shares issued in exchange for stock options held by the named officer pursuant to the February 2004 option exchange program described below.
One half of these restricted shares constitutes performance shares which were to vest on the third anniversary of the grant date only if Charter meets certain
performance criteria and the other half of which were to vest over three years in equal one-third installments. At December 31, 2004, the value of all of the named
officer’s unvested restricted stock holdings (including performance shares) was $417,240, based on a per share market value (closing sale price) of $2.24 for our Class A
common stock on December 31, 2004. All performance shares were forfeited upon the termination of employment. The remainder of the restricted shares will vest in
part on the terms described below under ‘‘Employment Arrangements.’’
(21) These restricted shares consist solely of performance shares granted under our Long-Term Incentive Program that will vest on the third anniversary of the grant date
only if Charter meets certain performance criteria. At December 31, 2004, the value of all of the named officer’s unvested restricted stock holdings (including
performance shares) was $173,600 based on a per share market value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004.
(22) These restricted shares consist solely of performance shares granted under our Long-Term Incentive Program that will vest on the third anniversary of the grant date
only if Charter meets certain performance criteria. At December 31, 2004, the value of all of the named officer’s unvested restricted stock holdings (including
performance shares) was $197,120, based on a per share market value (closing sale price) of $2.24 for our Class A common stock on December 31, 2004.
(23) In addition to items in Note 1 above, includes (i) for 2004, $28,977 attributed to personal use of the corporate airplane, $10,000 as reimbursement for tax advisory
services and (ii) for 2003, $10,000 as reimbursement for tax advisory services; and (iii) for 2002, $10,000 as reimbursement for tax advisory services.
(24) In addition to items in Note 1 above, includes (i) for 2004, $183,899 for severance and accrued vacation at termination of employment, $10,299 for COBRA payments
following termination, $4,650 for automobile allowance and $2,831 attributed to personal use of the corporate airplane, and (ii) for 2003, $5,000 as reimbursement for tax
advisory services, $7,500 for legal services and $93,684 paid in relation to relocation expenses.
(25) In addition to items in Note 1 above, includes for 2003, $2,287 attributed to personal use of the corporate airplane.
(26) In addition to items in Note 1 above, includes, (i) for 2004, $7,200 for automobile allowance, and $597 attributed to personal use of the corporation aircraft and (ii) for
2003, $2,400 for automobile allowance.
2004 OPTION GRANTS
The following table shows individual grants of options made to individuals named in the Summary Compensation Table during
2004. All such grants were made under the 2001 Stock Incentive Plan and the exercise price was based upon the fair market value of
Charter’s Class A common stock on the respective grant dates.
Number of % of Potential Realizable Value at
Securities Total Assumed Annual Rate of
Underlying Options Stock Price Appreciation
Options Granted to Exercise For Option Term(2)
Granted Employees Price Expiration
Name (#)(1) in 2004 ($/Sh) Date 5% ($) 10% ($)
Carl E. Vogel(3) 580,000 6.17% $ 5.17 1/27/14 1,885,803 4,778,996
Margaret A. Bellville(4) 200,000 2.13% 5.17 1/27/14 650,277 1,647,930
Derek Chang 135,000 1.44% 5.17 1/27/14 438,937 1,112,353
Steven A. Schumm(5) 135,000 1.44% 5.17 1/27/14 438,937 1,112,353
Curtis S. Shaw 135,000 1.44% 5.17 1/27/14 438,937 1,112,353
Michael J. Lovett 77,000 0.82% 5.17 1/27/14 251,982 638,573
12,500 0.13% 4.555 4/27/14 35,808 90,744
82,000 0.87% 2.865 10/26/14 147,746 374,418
(1) Options are transferable under limited conditions, primarily to accommodate estate planning purposes. These options generally vest in four equal installments
commencing on the first anniversary following the grant date.
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