Charter 2008 Annual Report Download - page 38

Table of Contents
• The balance of Mr. Smit’s Executive Cash Award Plan Account as of the end of the calendar year prior
to the calendar year of termination, and a prorated portion of the amount to be credited to Mr. Smit’s
Executive Cash Award Plan Account for the year of termination equal to the amount otherwise to be
credited for that calendar year, multiplied by a fraction, the numerator of which is the total number of
months, full or partial, that Mr. Smit was employed during the applicable year, and the denominator of
which is twelve (12);
• Full vesting and exercisability of any outstanding stock options and continued ability to exercise his
options for the lesser of two years or the remainder of the option’s maximum stated term;
• Full vesting of any restricted stock; and
• Full vesting of any right to receive performance shares, with the number of performance shares earned
and the timing of delivery of shares being determined as if his employment had continued indefinitely.
In the event that Mr. Smit’s employment is terminated for “cause” or he terminates his employment for
any reason other than “good reason,” he shall be entitled to the right to exercise any vested stock option for
the lesser of 30 days or the remainder of the option’s maximum stated term.
In the event that Mr. Smit is terminated 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, he will receive:
• Three (3) times his annual salary and target bonus (125% of salary) for the year of termination;
• If change in control, the amount of Mr. Smit’s Executive Cash Award Plan account and all amounts
that would be credited as if Mr. Smit had remained employed for the term of the Plan;
• Full vesting and exercisability of any outstanding stock options and continued ability to exercise his
options for the lesser of two years or the remainder of the option’s stated term;
• Full vesting of any restricted stock; and
• Full vesting of any right to receive performance shares, with the number of performance shares and the
timing of delivery of shares determined as if his employment had continued indefinitely.
In consideration of the compensation and benefits to be paid to Mr. Smit, the Employment Agreement
contains non-compete provisions, non-solicitation of employees and non-solicitation of customers lasting
from six months to two years after termination, depending on the type of termination. The Employment
Agreement also provides that he not ever reveal or use any confidential information obtained in the course of
his employment.
The Employment Agreement also provides tax gross-up payments for certain excise taxes. In the event
that Mr. Smit is subject to any excise tax imposed under Section 4999 of the Internal Revenue Code, Charter
will gross up Mr. Smit for such excise tax and any taxes, penalties and interest associated with such excise
tax. In the event that Mr. Smit is subject to any “409A excise tax,” e.g., additional tax, interest, or penalty
under Section 409A of the Internal Revenue Code, Charter will gross up Mr. Smit for such 409A excise tax
and any taxes, penalties and interest associated with such 409A excise tax.
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008