Charter 2008 Annual Report Download - page 35

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determine. Under Charter’s Long-Term Incentive Plan he received options to purchase 3,333,333 shares of
Class A common stock, exercisable for 10 years, with annual vesting of one-third of the grant in each of the
three years from the employment date; a performance unit award for a target amount of 2,061,860 shares of
Class A common stock, one third of which can be earned in each of three one-year performance periods
starting January 2006; a restricted stock award of 1,562,500 shares of Class A common stock, with annual
vesting over three years following Mr. Smit’s employment date; and a restricted stock award for
1,250,000 shares of Class A common stock vesting on the first anniversary of his employment date. He is
eligible for other or additional long-term incentives in the sole discretion of the Compensation and Benefits
Committee and/or the Board, including additional stock option grants and restricted stock option awards. The
Company has agreed to pay or reimburse him for professional fees he incurs in connection with financial
counseling, estate planning, tax preparation and the like, up to a maximum of $15,000 for each calendar year
during the Employment Agreement. Mr. Smit receives employee benefits and perquisites consistent with
those made generally available to other senior executives.
On August 1, 2007, Charter and Mr. Smit entered into an addendum to his Employment Agreement (the
“Addendum”). The Addendum provided for a grant of 600,000 restricted shares of Charter’s Class A common
stock and 600,000 performance units under the 2001 Stock Incentive Plan. He was made eligible to
participate in the Executive Cash Award Plan and the Addendum provided for $1.44 million being credited to
his account under the plan. The Addendum also provided for an additional amount of severance pay than as
set forth in the Employment Agreement.
Jeffrey T. Fisher
On August 1, 2007, Charter executed an amended and restated employment agreement with Mr. Fisher
(the “Fisher Agreement”). The Fisher Agreement provides that Mr. Fisher shall be employed in an executive
capacity as Executive Vice President and Chief Financial Officer with such responsibilities, duties and
authority as are customary for such role, including, but not limited to, overall management responsibility for
Charter’s financial reporting, at a salary of $515,000, to be reviewed on an annual basis. The Fisher
Agreement also provides for a grant of 50,000 restricted shares of Charter’s Class A common stock and
50,000 performance units under the 2001 Stock Incentive Plan. He is eligible to participate in the incentive
bonus plan with a target bonus of at least 70% of salary, the Executive Cash Award Plan and to receive such
other employee benefits as are available to other senior executives. The Fisher Agreement contains a two-year
non-compete provision and a two year non-solicitation clause. The term of the Fisher Agreement is two years
and nine months from the effective date of the Fisher Agreement.
Michael J. Lovett
On August 1, 2007, Charter executed an amended and restated employment agreement with Mr. Lovett
(the “Lovett Agreement”). The Lovett Agreement provides that Mr. Lovett shall be employed in an executive
capacity as Executive Vice President and Chief Operating Officer with such responsibilities, duties and
authority as are customary for such role, including, but not limited to, overall management responsibility for
Charter’s operations, at a salary of $731,150, to be reviewed on an annual basis. The Lovett Agreement also
provided for a grant of 553,643 restricted shares of Charter’s Class A common stock and 553,643
performance units under the 2001 Stock Incentive Plan. He is eligible to participate in the incentive bonus
plan with a target bonus of at least 100% of salary, the Executive Cash Award Plan and to receive such other
employee benefits as are available to other senior executives. The Lovett Agreement also provided for a one
time contribution to the 2005 Executive Cash Award Plan equal to 1.5 times his base salary. The Lovett
Agreement contains a two-year non-compete provision and a two year non-solicitation clause. The term of the
Lovett Agreement is three years from the effective date of the Lovett Agreement.
Grier C. Raclin
On August 1, 2007, Charter executed an amended and restated employment agreement with Mr. Raclin
(the “Raclin Agreement”). The Raclin Agreement provides that Mr. Raclin shall be employed in an executive
capacity as Executive Vice President, General Counsel and Corporate Secretary with such responsibilities,
duties and authority as are customary for such role, including, but not limited to, overall management
responsibility for
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008