Charter 2008 Annual Report Download - page 36

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Table of Contents
Charter’s legal, regulatory and governmental relations functions, at a salary of $470,025, to be reviewed on an
annual basis. The Raclin Agreement also provided for a grant of 150,000 restricted shares of Charter’s
Class A common stock and 150,000 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 60% of salary, the Executive Cash
Award Plan and to receive such other employee benefits as are available to other senior executives. The
Raclin Agreement contains a two-year non-compete provision and a two year non-solicitation clause. The
term of the Raclin Agreement is two years and nine months from the effective date of the Raclin Agreement.
Robert A. Quigley
On August 1, 2007, Charter executed an amended and restated employment agreement with Mr. Quigley
(the “Quigley Agreement”). The Quigley Agreement provides that Mr. Quigley shall be employed in an
executive capacity as Executive Vice President and Chief Marketing Officer with such responsibilities, duties
and authority as are customary for such role, including, but not limited to, overall management responsibility
for Charter’s sales and marketing, at a salary of $470,025, to be reviewed on an annual basis. The Quigley
Agreement also provided for a grant of 225,000 restricted shares of Charter’s Class A common stock and
150,000 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 60% of salary, the Executive Cash Award Plan and to receive such
other employee benefits as are available to other senior executives. The Quigley Agreement contains a
two-year non-compete provision and a two year non-solicitation clause. The term of the Quigley Agreement
is two years and three months from the effective date of the Quigley Agreement.
Separation and Related Arrangements
The following tables show payments due to each of the Named Executive Officers upon termination of
employment (and for Mr. Smit, upon a Going Private Event), assuming that the triggering of payments had
occurred on December 31, 2007. The stock price used in these calculations is $1.17 per share, the closing
price of Charter Class A common stock on December 31, 2007. The paragraphs that follow each table
describe the termination provisions that are contained in each named executive’s employment agreement.
These descriptions cover only information regarding benefits that are not generally available to other
employees. Benefits generally available to other employees are:
• Salary through date of termination (unless otherwise stated);
• Lump sum payment covering COBRA for the period of severance;
• Lump sum payment of accrued and unused vacation; and
• If, applicable, options continue to vest through any applicable severance period and are then
exercisable for 60 days following the end of such period.
28
Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008