Charter 2008 Annual Report Download - page 39

Table of Contents
Jeffrey T. Fisher
Termination by the
Company for Cause Termination by the Termination Within
or Voluntary Company Without 30 days before and 13
Termination by the Cause or by the Months Following
Executive for Termination Due to Executive for Good Change in Control
Other Than Good Death or Disability Reason Without Cause or
Reason($) ($) ($) for Good Reason ($)
Severance — — 1,030,000 1,030,000
Bonus(1) — 383,752 721,000 721,000
Stock Options(2) — 18,590 12,393 12,393
Performance Shares — 461,953 156,686 461,953
Restricted Stock — 97,500 77,999 77,999
Executive Cash Award
Payout — 703,000 — 920,000
Total — 1,664,795 1,998,078 3,223,345
(1) Bonus for termination due to death and 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,” or in the event that within 30 days before or 13 months following the occurrence of a Change in
Control, Charter or any of its subsidiaries, terminate his employment without “cause” or he terminates
his employment with Charter and its subsidiaries for “good reason,” is the amount determined, under his
employment agreement, as two (2) 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., 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 Mr. Fisher is terminated by Charter without “cause” or, upon his election, for “good
reason,” Mr. Fisher will receive:
• Two (2) times his annual base salary and target bonus (70% of salary) payable over fifty-two
(52) bi-weekly payroll installments following termination;
• The vesting of options, restricted stock and performance shares for as long as severance payments are
made; and
• Any and all performance units are forfeited.
In the event that within 30 days before or 13 months following the occurrence of a Change in Control,
Charter or any of its subsidiaries, terminate his employment without “cause” or he terminates his employment
with Charter and its subsidiaries for “good reason,” Mr. Fisher will receive:
• Two (2) times his annual base salary and target bonus (70% of salary) for the year of termination;
• The amount of Mr. Fisher’s Executive Cash Award Plan account and all amounts that would be
credited as if Mr. Fisher had remained employed for the term of the Plan;
• A number of performance units shall immediately vest, which such number shall be the number of
units that would have vested at the end of the vesting period if he had continued in employment until
the end of such vesting period, assuming that the actual performance of the company from the grant
date through the end of the calendar month before the termination date had continued throughout the
entire performance cycle; and
• All restricted stock, performance shares and stock options which would have vested in the next
24 months following termination shall immediately vest.
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008