Charter 2008 Annual Report Download - page 40

Table of Contents
In the event that Mr. Fisher is terminated as a result of death or “disability,” Mr. Fisher, his estate or
beneficiaries shall be entitled to receive:
• In the event there is a period of time during which Mr. Fisher is not being paid annual base salary and
not receiving long-term disability insurance payments, Mr. Fisher will receive interim payments equal
to such unpaid disability insurance payments until commencement of disability insurance payments;
• A pro rata bonus for the year of termination;
• The balance of Mr. Fisher’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. Fisher’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. Fisher was employed during the applicable year, and
the denominator of which is twelve (12);
• Full vesting of any restricted stock;
• 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 throughout
the performance cycle; and
• Full vesting of any stock option and continued ability to exercise his options for the lesser of two years
or the remainder of the option’s maximum stated term.
The Fisher Agreement contains a two-year non-solicitation clause for customers and employees and a
two-year non-compete provision (or until the end of the term of the Fisher Agreement, if longer). The Fisher
Agreement provides that he not ever reveal or use any confidential information obtained in the course of his
employment.
Michael J. Lovett
Termination by the
Company Without
Cause or by the
Executive for
(a)Good Reason or
Termination by the (for any Reason Termination Within
Company for Cause (Except Death, 30 days before and
or Voluntary Disability or Cause) 13 Months Following
Termination by the Within 60 Days Change in Control
Executive for Other Termination Due to Following a Without Cause or
Than Good Reason Death or Disability Change in Control for Good Reason
($) ($) ($) ($)
Severance — — 1,827,875 1,827,875
Bonus(1) — 778,309 1,827,875 1,827,875
Stock Options(2) — — — —
Performance Shares — 2,397,097 2,397,097 2,397,097
Restricted Stock — 1,145,012 929,092 929,092
Executive Cash Award
Payout — 1,957,955 — 2,265,955
Total — 6,278,373 6,981,939 9,247,894
(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,” 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 and a half (2.5) 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
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008