Charter 2005 Annual Report Download - page 89

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
(16) Includes (i) for 2005, $1,177,885 as compensation for services as Interim President and Chief Executive Officer pursuant to his Executive Services Agreement (see
‘‘Employment Arrangements’’), $67,000 as compensation for services as a director on Charter’s Board of Directors, $15,717 attributed to personal use of the corporate
airplane and $99,637 for reimbursement for transportation and living expenses pursuant to his Executive Services Agreement, and (ii) for 2004, compensation for services
as a director on Charter’s Board of Directors.
(17) Includes (i) for 2005, $1,428 attributed to personal use of the corporate airplane, (ii) for 2004, $28,977 attributed to personal use of the corporate airplane and $10,000 for
tax advisory services, and (iii) for 2003, $30,345 attributed to personal use of the corporate airplane and $10,000 for tax advisory services.
(18) Includes (i) for 2005, $7,698 attributed to personal use of the corporate airplane and $7,200 for automobile allowance, (ii) for 2004, $597 attributed to personal use of the
corporate airplane and $7,200 for automobile allowance and (iii) for 2003, $2,400 for automobile allowance.
(19) Amount attributed to personal use of the corporate airplane.
(20) Amount attributed to personal use of the corporate airplane.
(21) Pursuant to his employment agreement, Mr. Smit received 1,250,000 restricted shares in August 2005, which will vest on the first anniversary of the grant date and
1,562,500 restricted shares in August 2005, which will vest over three years in equal one-third installments. See ‘‘Employment Arrangements.’’ At December 31, 2005, the
value of all of the named officer’s unvested restricted stock holdings was $3,431,250, based on a per share market value (closing sale price) of $1.22 for our Class A
common stock on December 31, 2005.
(22) Includes (i) for 2005, 100,000 restricted shares granted in April 2005 under our 2001 Stock Incentive Plan for Mr. May’s services as Interim President and Chief Executive
Officer that vested upon his termination in that position in August 2005 and 40,650 restricted shares granted in October 2005 under our 2001 Stock Incentive Plan for
Mr. May’s annual director grant which vests on the first anniversary of the grant date. At December 31, 2005, the value of all of the named officer’s unvested restricted
stock holdings was $49,593, based on a per share market value (closing sale price) of $1.22 for our Class A common stock on December 31, 2005, and (ii) for 2004,
19,685 restricted shares granted in October 2004 under our 2001 Stock Incentive Plan for Mr. May’s annual director grant, which vested on its first anniversary of the
grant date in October 2005.
(23) 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. Under the terms of the
separation agreement described below in ‘‘Employment Arrangements,’’ his options and remaining restricted stock vested until December 31, 2005, and all vested options
are exercisable until sixty (60) days thereafter. All performance shares were forfeited upon termination of employment. All remaining unvested restricted stock and stock
options were cancelled on December 31, 2005. Therefore, at December 31, 2005, the value of all of the named officer’s unvested restricted stock holdings was $0, based
on a per share market value (closing sale price) of $1.22 for our Class A common stock on December 31, 2005.
(24) Includes (i) for 2005, 129,600 performance shares granted in April 2005 under our Long-Term Incentive Program which will vest on the third anniversary of the grant
date only if Charter meets certain performance criteria and 75,000 restricted shares granted in April 2005 under our 2001 Stock Incentive Plan that will vest on the third
anniversary of the grant date, and (ii) for 2004, 88,000 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, 2005, the value of all of the named officer’s unvested restricted stock holdings (including
performance shares) was $356,972, based on a per share market value (closing sale price) of $1.22 for our Class A common stock on December 31, 2005.
(25) Includes (i) for 2005, 40,500 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, and (ii) for 2004, 37,500 performance shares granted in January 2004 under our Long-Term Incentive Program which will vest on the
third anniversary of the grant date only if Charter meets certain performance criteria and 17,214 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 will vest on the third
anniversary of the grant date only if Charter meets certain performance criteria, and the other half of which will vest over three years in equal one-third installments. At
December 31, 2005, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $112,661, based on a per share market
value (closing sale price) of $1.22 for our Class A common stock on December 31, 2005.
(26) Includes (i) for 2005, 83,700 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, and (ii) for 2004, 77,500 performance shares granted in January 2004 under our Long-Term Incentive Program which will vest on the
third anniversary of the grant date only if Charter meets certain performance criteria and 8,000 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 will vest on the third
anniversary of the grant date only if Charter meets certain performance criteria, and the other half of which will vest over three years in equal one-third installments. At
December 31, 2005, the value of all of the named officer’s unvested restricted stock holdings (including performance shares) was $204,797, based on a per share market
value (closing sale price) of $1.22 for our Class A common stock on December 31, 2005.
(27) These restricted shares consist of 83,700 and 47,500 performance shares granted in 2005 and 2004, respectively, 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, 2005, the value of all of the named officer’s unvested
restricted stock holdings (including performance shares) was $160,064 based on a per share market value (closing sale price) of $1.22 for our Class A common stock on
December 31, 2005.
(28) In addition to items in Note 1 above, includes $19,697 attributed to reimbursement for taxes (on a ‘‘grossed up’’ basis) paid in respect of prior reimbursements for
relocation expenses.
(29) In addition to items in Note 1 above, includes accrued vacation at time of termination and severance payments pursuant to Mr. Vogel’s separation agreement. (see
‘‘Employment Arrangements.’’)
(30) In addition to items in Note 1 above, includes $51,223 attributed to reimbursement for taxes (on a ‘‘grossed up’’ basis) paid in respect of prior reimbursements for
relocation expenses.
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