Charter 2008 Annual Report Download - page 33

Table of Contents
2007 Options Exercised and Stock Vested
The following table provides information on stock options which were exercised and restricted stock
awards which vested during 2007 for each of the Company’s Named Executive Officers.
Stock Awards
Option Awards Number of Shares
Number of Shares Acquired on Vesting Value Realized on
Acquired on Value Realized on or Transfer for Vesting or Transfer
Exercise (#) Exercise ($)(1) Value (#) for Value ($)(2)
Neil Smit(3)(4) 200,000 589,036 520,833 1,355,386
Jeffrey T.
Fisher(5)(6) 286,450 678,492 16,667 56,334
Michael J.
Lovett(7)(8) 108,000 248,292 75,000 254,837
Grier C.
Raclin(9)(10) 14,325 43,118 16,667 49,001
Robert A.
Quigley(11)(12) 14,325 36,099 16,667 20,500
(1) Amounts attributed to the difference between the exercise price of the option and the market price at
the time of exercise.
(2) Amount attributed to the market value of the stock on the day the stock vested.
(3) Mr. Smit exercised 62,050 options with an exercise price of $1.00/option on May 31, 2007. On the
same day, he exercised 137,950 options with an exercise price of $1.176/option.
(4) Mr. Smit had 520,833 restricted shares vest on August 23, 2007. He surrendered 183,781 shares to
Charter to cover taxes at a fair market value of $2.68/share (the average of the low and high trading
prices on that day). The remaining 337,052 shares had a closing market price of $2.56/share.
(5) Mr. Fisher exercised 100,000 options with an exercise price of $1.19/option and 36,450 options with an
exercise price of $1.00/option on March 16, 2007, and exercised 150,000 options with an exercise price
of $1.19/option on March 20, 2007.
(6) Mr. Fisher had 16,667 restricted shares vest on February 6, 2007. The closing market value on that day
was $3.38/share.
(7) Mr. Lovett exercised 108,000 options with an exercise price of $1.195/option on May 10, 2007.
(8) Mr. Lovett had 50,000 restricted shares vest on February 28, 2007 and 16,686 were sold on March 1,
2007 to cover taxes at $3.03/share. He sold the remaining 33,314 shares on May 10, 2007 for
$3.5026/share. Mr. Lovett also had 25,000 restricted shares vest on April 26, 2007, which he sold on
May 10, 2007 for $3.5037/share.
(9) Mr. Raclin exercised 14,325 options with an exercise price of $1.00/option on May 31, 2007.
(10) Mr. Raclin had 16,667 restricted shares vest on October 10, 2007 at a closing market value of
$2.94/share.
(11) Mr. Quigley exercised 14,325 options with an exercise price of $1.00/option on May 10, 2007.
(12) Mr. Quigley had 16,667 restricted shares vest on December 5, 2007 at a closing market value of
$1.23/share.
Employment Agreements
Neil Smit
Charter and Mr. Smit entered into an agreement as of August 9, 2005 whereby Mr. Smit will serve as
Charter’s President and Chief Executive Officer (the “Employment Agreement”) for a term expiring on
December 31, 2008; Charter may extend the Employment Agreement for an additional two years by giving
Mr. Smit written notice of its intent to extend not less than six months prior to the expiration of the contract
(Mr. Smit has the right to reject the extension within a certain time period as set forth in the contract). Under
the Employment Agreement, Mr. Smit will receive a $1,200,000 base salary per year, through the third
anniversary of the agreement, and thereafter $1,440,000 per year for the remainder of the Employment
Agreement. Mr. Smit shall be eligible to receive a performance-based target bonus of 125% of annualized
salary, with a maximum bonus of 200% of annualized salary, as determined by the Compensation and
Benefits Committee of Charter’s board of directors. Performance criteria shall not include Charter’s stock
trading price, and may include revenue, ARPU, RGU, OCF, new product growth operational improvements,
and/or such other metrics as the Compensation and Benefits Committee shall
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008