Charter 2008 Annual Report Download - page 37

Table of Contents
Neil Smit
Termination by the Termination by the
Company for Company without
Cause or Going Private Cause or by the Termination by the
Voluntary Event with Executive for Executive within
Termination by the Accelerated Good Reason 60-Day Period
Executive for Other Vesting of Equity Termination Due to (Other Than After Starting 180 Days
Than Good Reason Awards (Without Death or Disability Change-In- after Change-In-
($) Termination) ($) ($) Control) ($) Control ($)
Severance — — — 3,600,000 3,600,000
Pro Rata Bonus(1) — — 1,596,750 4,500,000 4,500,000
Stock Options(2) — 31,646 31,646 31,646 31,646
Performance Shares — 4,554,513 6,275,805 6,275,805 6,275,805
Restricted Shares — 1,311,375 1,311,375 1,311,375 1,311,375
Executive Cash Award
Payout — — 1,440,000 — 1,968,000
Excise Tax Gross-Up — — — — 3,433,106
Total — 5,897,534 10,655,576 15,718,826 21,119,932
(1) Bonus for termination due to death or disability is the amount determined under the 2007 Executive
Bonus Plan and actually paid in 2008. Bonus for termination by Charter without “cause” or for “good
reason,” which includes Mr. Smit’s right to voluntarily terminate employment during a 60-day period
starting 180 days after a change in control, is the amount determined, under his employment agreement,
as three times his target bonus.
(2) Stock options do not include options which had vested in the normal course and were held by the
executive at year end. They do include the net value of any options which accelerate as a result of the
executive’s termination, i.e., the difference between the closing price on the last business day of 2007
($1.17) and the exercise price of any option. Any grants for which such difference is equal to or less
than zero were excluded.
In the event that Charter’s common stock is no longer traded on a national market (a “Going Private
Event”), then Charter, in its sole discretion, shall adjust Mr. Smit’s outstanding equity-based awards using
one of three approaches:
• (a) Accelerate Vesting — accelerate the vesting and exercisability of all stock options; accelerate the
vesting of all restricted shares; and deliver a pro-rated amount of unrestricted, publicly tradeable
securities for each outstanding performance share award assuming target performance;
• (b) Adjust Awards — make appropriate adjustments in the amounts and kinds of securities of
outstanding stock options, restricted stock and performance share awards and/or other terms and
conditions of such awards so as to avoid dilution or enlargement of Mr. Smit’s rights and value and to
avoid any incremental current tax to him; or
• (c) Combination of approaches (a) Accelerate Vesting and (b) Adjust Awards.
Following a Going Private Event, to the extent that Mr. Smit’s restricted shares, stock options and/or
performance shares remain outstanding under approach (b) Adjust Awards above, then he shall have the right
to “put” any or all securities for a prompt cash payment equal to their fair market value during the 180 days
following the settlement date, i.e., the date of vesting or removal of restrictions on any restricted stock, the
delivery date of securities in respect of a performance share award or the exercise date of any stock option
and/or his termination of employment for any reason following such settlement date. Charter shall also have
the right to “call” the securities for the same amount.
In the event that Mr. Smit’s employment is terminated during the term of the Employment Agreement
due to his death or disability, he or his estate or beneficiaries shall be entitled to receive:
• A pro rata bonus for the year of termination;
29
Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008