Charter 2004 Annual Report Download - page 84

CHARTER COMMUNICATIONS, INC. 2004 FORM 10-K
(2) This column shows the hypothetical gains on the options granted based on assumed annual compound price appreciation of 5% and 10% over the full ten-year term of
the options. The assumed rates of 5% and 10% appreciation are mandated by the SEC and do not represent our estimate or projection of future prices.
(3) Mr. Vogel’s employment terminated on January 17, 2005. Under the terms of the separation agreement, his options will continue to vest until December 31, 2005, and all
vested options are exercisable until sixty (60) days thereafter.
(4) Ms. Bellville terminated employment on September 30, 2004. Under the terms of the separation agreement, her options will continue to vest until December 31, 2005,
and all vested options are exercisable until sixty (60) days thereafter.
(5) Mr. Schumm’s employment terminated on January 28, 2005. Under the terms of the separation agreement, his options will continue to vest until April 28, 2006, and all
vested options are exercisable until sixty (60) days thereafter.
2004 Aggregated Option Exercises and Option Value
The following table sets forth, for the individuals named in the Summary Compensation Table, (i) information concerning options
exercised during 2004, (ii) the number of shares of our Class A common stock underlying unexercised options at year-end 2004, and
(iii) the value of unexercised ‘‘in-the-money’’ options (i.e., the positive spread between the exercise price of outstanding options and
the market value of our Class A common stock) on December 31, 2004.
Number of Securities
Underlying Unexercised Value of Unexercised In-the
Options at December 31, Money Options at
Shares 2004 (#)(1) December 31, 2004 ($)(2)
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
Carl E. Vogel(3) —— 2,499,999 3,230,001 — —
Margaret A. Bellville(4) —— 385,416 314,584 254,375 75,625
Derek Chang —— 87,500 397,500 — —
Steven A. Schumm(5) —— 182,500 502,500 — —
Curtis S. Shaw —— 438,833 420,167 — —
Michael J. Lovett —— 25,000 247,000 — —
(1) Options granted prior to 2001 and under the 1999 Charter Communications Option Plan, when vested, are exercisable for membership units of Charter Holdco which
are immediately exchanged on a one-for-one basis for shares of our Class A common stock upon exercise of the option. Options granted under the 2001 Stock Incentive
Plan and after 2000 are exercisable for shares of our Class A common stock.
(2) Based on a per share market value (closing price) of $2.24 as of December 31, 2004 for our Class A common stock.
(3) Mr. Vogel’s employment terminated on January 17, 2005. Under the terms of the separation agreement, his options will continue to vest until December 31, 2005, and all
vested options are exercisable until sixty (60) days thereafter.
(4) Ms. Bellville terminated employment on September 30, 2004. Under the terms of the separation agreement, her options will continue to vest until December 31, 2005,
and all vested options are exercisable until sixty (60) days thereafter.
(5) Mr. Schumm’s employment terminated on January 28, 2005. Under the terms of the separation agreement, his options will continue to vest until April 28, 2006, and all
vested options are exercisable until sixty (60) days thereafter.
OPTION/STOCK INCENTIVE PLANS Plan will terminate on February 12, 2011, and no option or
award can be granted thereafter.
The Plans. We have granted stock options, restricted stock Together, the plans allow for the issuance of up to a total
and other incentive compensation under two plans — the 1999 of 90,000,000 shares of our Class A common stock (or units
Charter Communications Option Plan and the 2001 Stock exchangeable for our Class A common stock). Any shares
Incentive Plan. The 1999 Charter Communications Option Plan covered by options that are terminated under the 1999 Charter
provided for the grant of options to purchase membership units Communications Option Plan will be transferred to the 2001
in Charter Holdco to current and prospective employees and Stock Incentive Plan, and no new options will be granted under
consultants of Charter Holdco and its affiliates and to our the 1999 Charter Communications Option Plan. At Decem-
current and prospective non-employee directors. Membership ber 31, 2004, 1,004,848 shares had been issued under the plans
units received upon exercise of any options are immediately upon exercise of options, 187,699 had been issued upon vesting
exchanged for shares of Charter Class A common stock on a of restricted stock granted under the plans, and 2,076,860 shares
one-for-one basis. were subject to future vesting under restricted stock agreements.
The 2001 Stock Incentive Plan provides for the grant of Of the remaining 86,730,593 shares covered by the plans, as of
non-qualified stock options, stock appreciation rights, dividend December 31, 2004, 24,834,513 were subject to outstanding
equivalent rights, performance units and performance shares, options (31% of which were vested), and there were 6,899,600
share awards, phantom stock and/or shares of restricted stock performance shares granted under Charter’s Long-Term Incen-
(not to exceed 3,000,000 shares) as each term is defined in the tive Program as of December 31, 2004, to vest on the third
2001 Stock Incentive Plan. Employees, officers, consultants and anniversary of the date of grant conditional upon Charter’s
directors of Charter and its subsidiaries and affiliates are eligible performance against certain financial targets approved by Char-
to receive grants under the 2001 Stock Incentive Plan. Generally, ter’s board of directors at the time of the award. As of
options expire 10 years from the grant date. Unless sooner
terminated by our board of directors, the 2001 Stock Incentive
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