Charter 2005 Annual Report Download - page 95

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
of his base salary as Controller and without regard to any available to other senior executives. In the event that
additional compensation he had been receiving as Interim Chief Ms. Hamilton is terminated by Charter without ‘‘cause’’ or for
Financial Officer. He will also receive three months of outplace- ‘‘good reason,’’ as those terms are defined in the employment
ment assistance at a level and from a provider selected by agreement, Hamilton will receive her salary for the remainder of
Charter in its sole discretion. the term of the agreement or twelve months’ salary, whichever
On September 2, 2005, Charter entered into an employ- is greater; a pro rata bonus for the year of termination; a lump
ment agreement with Mr. Martin. The agreement provides that sum payment equal to payments due under COBRA for the
Mr. Martin shall be employed in an executive capacity to greater of twelve months or the number of full months
perform such duties as are assigned or delegated by the remaining in the term of the agreement; and the vesting of
President and Chief Executive Officer or the designee thereof, at options and restricted stock for as long as severance payments
a salary of $240,625. The term of this agreement is two years are made. The employment agreement contains a one-year non-
from the date of the agreement. Mr. Martin shall be eligible to compete provision (or until the end of the term of the
participate in Charter’s Long-Term Incentive Plan, Stock Option agreement, if longer) in a Competitive Business, as such term is
Plan and to receive such employee benefits as are available to defined in the agreements, and two-year non-solicitation clauses.
other senior executives. In the event that he is terminated by On November 14, 2005, Charter executed an employment
Charter without ‘‘cause’’ or for ‘‘good reason,’’ as those terms agreement with Mr. Raclin, effective as of October 10, 2005.
are defined in the agreement, he will receive his salary for the The agreement provides that Mr. Raclin shall be employed in
remainder of the term of the agreement or twelve months’ an executive capacity as Executive Vice President and General
salary, whichever is greater; a pro rata bonus for the year of Counsel with management responsibility for Charter’s legal
termination; a lump sum payment equal to payments due under affairs, governmental affairs, compliance and regulatory functions
COBRA for the greater of twelve months or the number of full and to perform such other legal, executive, managerial and
months remaining in the term of the agreement; and the vesting administrative duties as are assigned or delegated by the Chief
of options and restricted stock for as long as severance Executive Officer or the equivalent position, at a salary of
payments are made. The agreement contains one-year, non- $425,000, to be reviewed on an annual basis. The agreement
compete provisions (or until the end of the term of the also provides for a one time signing bonus of $200,000, the
agreement, if longer) in a Competitive Business, as such term is grant of 50,000 restricted shares of Charter Class A common
defined in the agreements, and two-year non-solicitation clauses. stock, an option to purchase 100,000 shares of Charter common
Effective April 15, 2005, Charter also entered into an stock under the 2001 Stock Incentive Plan, an option to
agreement governing the terms of the service of Mr. Martin as purchase 145,800 shares of Charter common stock under the
Interim Chief Financial Officer. Under the terms of the Long-Term Incentive portion of the 2001 Stock Incentive Plan,
agreement, Mr. Martin will receive approximately $13,700 each and 62,775 performance shares under the 2001 Stock Incentive
month for his service in the capacity of Interim Chief Financial Plan. He shall be eligible to participate in the incentive bonus
Officer until a permanent Chief Financial Officer is employed. plan, the 2005 Executive Cash Award Plan and to receive such
Under the agreement, Mr. Martin will also be eligible to receive other employee benefits as are available to other senior
an additional bonus opportunity of up to approximately executives. The term of this agreement is two years from the
$13,600 per month served as Interim Chief Financial Officer, effective date of the agreement. In the event that Mr. Raclin is
payable in accordance with Charter’s 2005 Executive Bonus terminated by Charter without ‘‘cause’’ or by Mr. Raclin for
Plan. The amounts payable to Mr. Martin under the agreement ‘‘good reason,’’ as those terms are defined in the employment
are in addition to all other amounts Mr. Martin receives for his agreement, Mr. Raclin will receive (a) if such termination occurs
services in his capacity as Senior Vice President, Principal before the first scheduled payout of the executive cash award
Accounting Officer and Corporate Controller. In addition, plan (unless that failure is due to his failure to execute the
Mr. Martin received an additional special bonus of $50,000 for required related agreement) or at any time within one year after
his service as Interim co-Chief Financial Officer prior to a change of control as defined in the agreement, two (2) times
April 15, 2005. This amount is in addition to the bonus agreed his salary or (b) if such termination occurs at any other time, his
upon in 2004 for his service in that capacity through March 31, salary for the remainder of the term of the agreement or twelve
2005. months’ salary, whichever is greater; a pro rata bonus for the
On October 31, 2005, Charter entered into an employment year of termination; a lump sum payment equal to payments
agreement with Ms. Hamilton, Executive Vice President, Pro- due under COBRA for the greater of twelve months or the
gramming. The agreement provides that Ms. Hamilton shall be number of full months remaining in the term of the agreement;
employed in an executive capacity to perform such duties as are and the vesting of options and restricted stock for as long as
assigned or delegated by the President and Chief Executive severance payments are made. The employment agreement
Officer or the designee thereof, at a salary of $371,800. The contains a one-year non-compete provision (or until the end of
term of this agreement is two years from the date of the the term of the agreement, if longer) in a Competitive Business,
agreement. She shall be eligible to participate in Charter’s as such term is defined in the agreement, and a two-year non-
incentive bonus plan that applies to senior executives, Stock solicitation clause. Mr. Raclin is entitled to relocation assistance
Option Plan and to receive such employee benefits as are pursuant to Charter’s executive homeowner relocation plan and
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