Charter 2005 Annual Report Download - page 96

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
the costs for temporary housing until he consummates the during the remainder of the term and full prorated benefits and
purchase of a home in the St. Louis area or August 16, 2006, bonus for the year in which termination occurs. Mr. Vogel’s
whichever occurs first. agreement included a covenant not to compete for the balance
On December 9, 2005, Charter executed an employment of the initial term or any renewal term, but no more than one
agreement with Mr. Quigley. The agreement provides that year in the event of termination without cause or by Mr. Vogel
Mr. Quigley shall be employed in an executive capacity to with good reason. Mr. Vogel’s agreement entitled him to
perform such executive, managerial and administrative duties as participate in any disability insurance, pensions or other benefit
are assigned or delegated by the President and Chief Executive plans afforded to employees generally or to our executives,
Officer or the designee thereof, at a salary of $450,000. He shall including our LTIP. We agreed to reimburse Mr. Vogel annually
be eligible to participate in the incentive bonus plan, stock for the cost of term life insurance in the amount of $5 million,
option plan and to receive such other employee benefits as are although he declined this reimbursement in 2003, 2004 and
available to other senior executives. The term of this agreement 2005. Mr. Vogel was entitled to reimbursement of fees and dues
is two years from the effective date of the agreement. In the for his membership in a country club of his choice, which he
event that Mr. Quigley is terminated by Charter without ‘‘cause’’ declined in 2003, 2004 and 2005, and reimbursement for up to
or by Mr. Quigley for ‘‘good reason,’’ as those terms are defined $10,000 per year for tax, legal and financial planning services.
in the employment agreement, Mr. Quigley will receive his His agreement also provided for a car and associated expenses
salary for the remainder of the term of the agreement or twelve for Mr. Vogel’s use. Mr. Vogel’s agreement provided for
months’ salary, whichever is greater; a pro rata bonus for the automatic one-year renewals and also provided that we would
year of termination; a lump sum payment equal to payments cause him to be elected to our board of directors without any
due under COBRA for the greater of twelve months or the additional compensation.
number of full months remaining in the term of the agreement; In February 2005, Charter entered into an agreement with
and the vesting of options and restricted stock for as long as Mr. Vogel setting forth the terms of his resignation. Under the
severance payments are made. The employment agreement terms of the agreement, Mr. Vogel received in February 2005 all
contains a one-year non-compete provision (or until the end of accrued and unpaid base salary and vacation pay through the
the term of the agreement, if longer) in a Competitive Business, date of resignation and a lump sum payment equal to the
as such term is defined in the agreements, and two-year non- remainder of his base salary during 2005 (totaling $953,425). In
solicitation clauses. In addition, at the time of his employment, addition, he received a lump sum cash payment of approxi-
Charter agreed to pay him a signing bonus of $200,000 deferred mately $358,000 in January 2006, which represented the agreed
until January 2006; grant options to purchase 145,800 shares of upon payment of $500,000 reduced to the extent of compensa-
Class A common stock under our 2001 Stock Incentive Plan; tion attributable to certain competitive activities.
83,700 performance shares under our 2001 Stock Incentive Plan; Mr. Vogel continued to receive certain health benefits
and 50,000 shares of restricted stock which will vest over a during 2005 and will receive COBRA premiums for such health
three year period. insurance coverage for 18 months thereafter. All of his outstand-
Until his resignation in January 2005, Mr. Vogel was ing stock options, as well as his restricted stock granted in 2004
employed as President and Chief Executive Officer, earning a (excluding 340,000 shares of restricted stock granted as ‘‘per-
base annual salary of $1,000,000 and was eligible to receive an formance units’’, which were automatically forfeited), continued
annual bonus of up to $500,000, a portion of which was based to vest through December 31, 2005. In addition, one-half of the
on personal performance goals and a portion of which was remaining unvested portion of his 2001 restricted stock grant
based on company performance measured against criteria vested upon the effectiveness of the agreement and the other
established by the board of directors of Charter with Mr. Vogel. half was forfeited. Mr. Vogel has 60 days after December 31,
Pursuant to his employment agreement, Mr. Vogel was granted 2005 to exercise any outstanding vested stock options. Under
3,400,000 options to purchase Class A common stock and the agreement, Mr. Vogel waived any further right to any bonus
50,000 shares of restricted stock under our 2001 Stock Incentive or incentive plan participation and provided certain releases of
Plan. In the February 2004 option exchange, Mr. Vogel claims against Charter and its subsidiaries from any claims
exchanged his 3,400,000 options for 340,000 shares of restricted arising out of or based upon any facts occurring prior to the
stock and 340,000 performance shares. Mr. Vogel’s initial 50,000 date of the agreement, but Charter will continue to provide
restricted shares vested 25% on the grant date, with the Mr. Vogel certain indemnification rights and to include
remainder vesting in 36 equal monthly installments beginning Mr. Vogel in its director and officer liability insurance for a
December 2002. The 340,000 shares of restricted stock were to period of six years. Charter and its subsidiaries also agreed to
vest over a three-year period, with one-third of the shares provide releases of certain claims against Mr. Vogel with certain
vesting on each of the first three anniversaries of the grant date. exceptions reserved. Mr. Vogel has also agreed, with limited
The 340,000 performance shares were to vest at the end of a exceptions that he will continue to be bound by the covenant
three-year period if certain financial criteria were met. not to compete, confidentiality and non-disparagement provi-
Mr. Vogel’s agreement provided that, if Mr. Vogel is terminated sions contained in his 2001 employment agreement.
without cause or if Mr. Vogel terminated the agreement for In addition to the indemnification provisions which apply
good reason, he is entitled to his aggregate base salary due to all employees under our bylaws, Mr. Vogel’s agreement
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