Charter 2005 Annual Report Download - page 94

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
on each of the first three anniversaries of the date of grant are defined in the Employment Agreement, Mr. Fisher will
(unless there is an earlier termination event for Cause, as defined receive his salary for the remainder of the term of the
in Charter’s 2001 Stock Incentive Plan). If his employment is agreement or twelve months’ salary, whichever is greater; a pro
terminated without cause or if he terminates his employment rata bonus for the year of termination; a lump sum payment
due to a change in control or for good reason (as defined in the equal to payments due under COBRA for the greater of twelve
agreement), Charter will pay Mr. Lovett an amount equal to the months or the number of full months remaining in the term of
aggregate base salary due to Mr. Lovett during the remainder of the agreement; and the vesting of options and restricted stock
the term, within fifteen days of termination. In addition, if for as long as severance payments are made. The Employment
Charter terminates his employment without cause, Mr. Lovett Agreement contains a one-year non-compete provision (or until
will be entitled to receive a pro rated bonus for the fiscal year in the end of the term of the agreement, if longer) and a two-year
which he is terminated based upon financial results through the non-solicitation clause.
month of termination. Mr. Lovett’s agreement includes a On September 7, 2005, Charter entered into an employ-
covenant not to compete for the balance of the term and for ment agreement with Mr. Davis, Executive Vice President and
two years thereafter. The agreement further provides that Chief Technical Officer. The agreement provides that Mr. Davis
Mr. Lovett is entitled to receive certain relocation expenses and shall be employed in an executive capacity to perform such
to participate in any benefit plan generally afforded to, and to duties as are assigned or delegated by the President and Chief
receive vacation and sick pay on such terms as are offered to, Executive Officer or the designee thereof, at a salary of
Charter’s other senior executive officers. $450,000. The term of this agreement is two years from the date
As of January 20, 2006, Charter entered into an employ- of the agreement. Mr. Davis shall be eligible to participate in
ment agreement with Mr. Fisher, Executive Vice President and Charter’s Long-Term Incentive Plan, Stock Option Plan and to
Chief Executive Officer (the ‘‘Employment Agreement’’). The receive such employee benefits as are available to other senior
Employment Agreement provides that Mr. Fisher will serve in executives. In the event that he is terminated by Charter
an executive capacity as its Executive Vice President at a salary without ‘‘cause’’ or for ‘‘good reason,’’ as those terms are defined
of $500,000, to perform such executive, managerial and adminis- in the agreement, he will receive his salary for the remainder of
trative duties as are assigned or delegated by President and/or the term of the agreement or twelve months’ salary, whichever
Chief Executive Officer, including but not limited to serving as is greater; a pro rata bonus for the year of termination; a lump
Chief Financial Officer. The term of the Employment Agree- sum payment equal to payments due under COBRA for the
ment is two years from the effective date. Under the Employ- greater of twelve months or the number of full months
ment Agreement, Mr. Fisher will receive a signing bonus of remaining in the term of the agreement; and the vesting of
$100,000 and he shall be eligible to receive a performance-based options and restricted stock for as long as severance payments
target bonus of up to 70% of salary and to participate in the are made. The agreement contains one-year, non-compete
Long-Term Incentive Plan and to receive such other employee provisions (or until the end of the term of the agreement, if
benefits as are available to other senior executives. Mr. Fisher longer) in a Competitive Business, as such term is defined in the
will participate in the 2005 Executive Cash Award Plan agreements, and two-year non-solicitation clauses.
commencing in 2006 and, in addition, Charter will provide the Effective January 9, 2006, Charter entered into a retention
same additional benefit to Mr. Fisher that he would have been agreement with Mr. Martin, Senior Vice President, Principal
entitled to receive under the Cash Award Plan if he had Accounting Officer and Corporate Controller, in which
participated in the Plan at the time of the inception of the Plan Mr. Martin agreed to remain as Interim Chief Financial Officer
in 2005. He will also receive a grant of 50,000 restricted shares until at least March 31, 2006 or such time as Charter reassigns
of Charter’s Class A common stock, vesting in equal install- or terminates his employment, whichever occurs first (‘‘Termina-
ments over a three-year period from employment date; an tion Date’’). On the Termination Date, Charter will pay
award of options to purchase 1,000,000 shares of Charter’s Mr. Martin a special retention bonus in a lump sum of $116,200.
Class A common stock under terms of the Stock Incentive Plan This special retention bonus is in addition to any amounts due
on the effective date of the Employment Agreement; and in the to Mr. Martin under the 2005 Executive Bonus Plan and to any
first quarter of 2006, an award of additional options to other severance amounts, set forth below. Mr. Martin will not
purchase 145,800 shares of Charter’s Class A common stock participate in any executive incentive or bonus plan for 2006
under the stock incentive plan. Those options shall vest in equal unless otherwise agreed to by the parties. In addition, pursuant
installments over a four-year time period from the grant date. In to this agreement, Charter will treat (a) any termination of
addition, in the first quarter of 2006, he will receive 83,700 Mr. Martin’s employment by Charter without Cause, and other
performance shares under the Stock Incentive Plan and will be than due to Death or Disability, as such terms are defined in his
eligible to earn these shares over a three-year performance cycle previously-executed Employment Agreement, after January 1,
from January 2006 to December 2008. 2006, and (b) any termination by Mr. Martin of his employment
Mr. Fisher will receive relocation assistance pursuant to for any reason after April 1, 2006 (including voluntary resigna-
Charter’s executive homeowner relocation plan and the costs for tion), as if his employment terminated without Cause and
temporary housing. In the event that Mr. Fisher is terminated Charter will pay as severance to Mr. Martin an amount
by Charter without ‘‘cause’’ or for ‘‘good reason,’’ as those terms calculated pursuant to his Employment Agreement on the basis
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