Charter 2008 Annual Report Download - page 30

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Table of Contents
All All
Other Other
Stock Option Grant Date
Awards: Awards: Exercise Fair Value
Estimated Future Payouts Estimated Future Payouts Number of Number of or Best of Stock
Under Non-Equity Incentive Under Equity Incentive Shares of Securities Price and
Committee Plan Awards(2) Plan Awards(3) Stock or Underlying of Option Option
Grant Approval Threshold Target Maximum Threshold Target Maximum Units Options Awards Awards
Name Date Date(1) ($) ($) ($) (#) (#) (#) (#)(4) (#)(5) ($/Sh)(6) ($)(7)
Robert A.
Quigley 3/9/2007 3/8/2007 57,300 2.84 109,443
3/9/2007 3/8/2007 0 133,741 267,482 351,070
8/1/2007 2/21/2007 0 150,000 300,000 393,750
8/1/2007 2/21/2007 150,000 555,750
8/15/2007 5/25/2007 75,000 208,125
0 282,015 940,050
(1) At the February 6, 2006 Compensation and Benefits Committee meeting, Mr. Smit, pursuant to his employment
agreement, was approved for a performance unit grant of 2,061,860 units, one-third of which (687,287 units) were or
will be awarded based on the one-year performance in 2006, 2007, and 2008. At the March 8, 2007 Compensation and
Benefits Committee meeting, the measures for the 2007 performance and option grants were approved, which awards
were later granted on March 9, 2007. At its February 21, 2007 meeting, the Board approved performance and
restricted grants, which awards were later granted on August 1, 2007, in connection with the signing of new
employment agreements and a discretionary restricted stock grant to Mr. Lovett which was later granted on March 9,
2007. Through a unanimous written consent on May 25, 2007, Mr. Quigley was approved for a discretionary restricted
stock grant of 75,000, in connection with the signing of new employment agreement, which was later granted on
August 15, 2007.
(2) These columns show the range of payouts under the 2007 Executive Bonus Plan based on 2007 performance. These
payments for 2007 performance were made based on the metrics described in the section titled “2007 Executive Bonus
Plan” in the Compensation Discussion & Analysis. These payments are reflected in the Non-Equity Incentive Plan
column in the Summary Compensation Table.
(3) These columns show the range of payouts as performance units targeted for 2007 performance under the Long-Term
Incentive Plan, which is administered by the 2001 Stock Incentive Plan. The 2007 payouts, calculated at 142% of
target, were made in March 2008 as reflected in the table below. In addition to his annual grant of 579,154 units and
addendum grant of 600,000, Mr. Smit, pursuant to his employment agreement, was granted 2,061,860 units, one-third
of which (687,287 units) were or will be awarded based on the one-year performance in 2006, 2007 and 2008. If the
Company meets its performance criteria in each year, the units will turn into performance shares on March 10th of
2007, 2008 and 2009. Since Charter met its performance criteria in 2006 at 160% of its target, Mr. Smit received
1,099,659 performance shares in 2007. Since Charter met its performance criteria in 2007 at 142% of its target,
Mr. Smit received 975,947 performance shares in 2008. All of the performance shares will vest in March 2009.
Performance Shares
Name Granted (#)
Neil Smit 822,399
975,947
852,000
Jeffrey T. Fisher 189,912
71,000
Michael J. Lovett 736,128
786,173
Grier C. Raclin 189,912
213,000
Robert A. Quigley 189,912
213,000
(4) Awards under this column are granted as restricted shares under the 2001 Stock Incentive Plan.
(5) These Option Awards are more fully described in the Outstanding Equity Awards at Fiscal Year-End table.
(6) The exercise prices of Option Awards were determined using the average of high and low stock prices on the date of
grant.
(7) Amounts were calculated in accordance with SFAS No. 123R. For more information on SFAS No. 123R, see “Impact
of Tax and Accounting” under Compensation Discussion and Analysis.
23
Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008