Charter 2008 Annual Report Download - page 26

Table of Contents
Timing of Equity Grants
Grants of equity-based awards are determined by the Compensation and Benefits Committee and
typically made each calendar year following review by the Compensation and Benefits Committee of the
prior year’s Company performance. Grants may also be at other times of the year upon execution of a new
employment agreement, or in a new hire or promotion situation. Grants of options are made with an exercise
price equal to the average of the high and low stock price on the date of grant.
(4) Retention Programs
Executive Cash Award Plan
In 2005, Charter adopted the Executive Cash Award Plan to provide additional incentive to, and retain
the services of, certain officers of Charter and its subsidiaries, to achieve the highest level of individual
performance and contribute to the success of Charter. Eligible participants are employees of Charter or any of
its subsidiaries who have been recommended by the CEO and designated and approved as Plan participants
by the Compensation and Benefits Committee of Charter’s board of directors. At the time the plan was
adopted, the interim CEO recommended and the Compensation and Benefits Committee designated and
approved as plan participants the permanent President and Chief Executive Officer position, Executive Vice
President positions and selected Senior Vice President positions.
The plan provides that each participant be granted an award which represents an opportunity to receive
cash payments in accordance with the plan. An award was credited in book entry format to a participant’s
notional account in an amount equal to 100% of a participant’s base salary on the date of plan approval in
2005 and 20% of participant’s base salary in each year 2006 through 2009, based on that participant’s base
salary as of May 1 of the applicable year. The plan awards vested at the rate of 50% of the plan award balance
at the end of 2007 and 100% of the plan award balance will vest at the end of 2009. Participants will be
entitled to receive payment of the vested portion of the award if the participant remains employed by Charter
continuously from the date of the participant’s initial participation through the end of the calendar year in
which his or her award becomes vested, subject to payment of pro-rated award balances to a participant who
terminates due to death or disability or in the event Charter elects to terminate the plan.
The payment of the awards which vested at the end of 2007 to certain Named Executive Officers was
made in January 2008. See the Summary Compensation Table below.
A participant’s eligibility for, and right to receive, any payment under the plan (except in the case of
intervening death) is conditioned upon the participant first executing and delivering to Charter an agreement
releasing and giving up all claims that participant may have against Charter and related parties arising out of
or based upon any facts or conduct occurring prior to the payment date, and containing additional restrictions
on post-employment use of confidential information, non-competition and nonsolicitation and recruitment of
customers and employees.
The plan was revised to allow the participation of new senior executives who became eligible for the plan
beginning in 2006. For each new participant, an award was credited in book entry format to the participant’s
notional account in an amount equal to 100% of a participant’s base salary on the date of eligibility approval
or hire in 2006 and 20% of participant’s base salary in each year 2007 through 2010, based on that
participant’s base salary as of May 1 of the applicable year. The plan awards will vest at the rate of 50% of
the plan award balance at the end of 2008 and 100% of the plan award balance at the end of 2010. All other
terms and conditions remain the same.
In 2007, the plan was amended and restated to make it consistent with the 2001 Stock Incentive Plan to
include the acceleration and payment of awards in the event of a change in control of the Company.
All Named Executive Officers participate in this plan.
Equity Compensation Award — 2007
Pursuant to the Compensation and Benefits Committee’s request, Pearl Meyer & Partners conducted a
compensation analysis of existing special cash and equity compensation plans and programs to determine
retention
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008