Charter 2008 Annual Report Download - page 41

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termination, i.e., closing price on 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. Lovett is terminated by Charter without “cause” or, upon his election, for “good
reason,” Mr. Lovett will receive:
• Two and a half (2.5) times his annual base salary and target bonus (100% of salary) payable over
fifty-two (52) bi-weekly payroll installments following termination;
• Full vesting of any restricted stock grants for any grant made prior to August 1, 2007 and for any grant
after August 1, 2007, vesting of restricted stock for as long as severance payments are made;
• 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 for any grant
made prior to August 1, 2007 and for any grant after August 1, 2007, vesting of performance shares for
as long as severance payments are made; and
• Full vesting of any stock option for any grant made prior to August 1, 2007 and for any grant after
August 1, 2007, vesting of options for as long as severance payments are made and continued ability to
exercise his options for the lesser of two years or the remainder of the option’s maximum stated term.
• Any and all performance units granted after August 1, 2007 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. Lovett will receive:
• Two and a half (2.5) times his annual base salary and target bonus (100% of salary) for the year of
termination;
• The full amount of Mr. Lovett’s Executive Cash Award Plan account and all amounts that would be
credited as if Mr. Lovett 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
30 months following termination shall immediately vest.
In the event that Mr. Lovett is terminated as a result of death or “disability,” Mr. Lovett, his estate or
beneficiaries shall be entitled to receive:
• In the event there is a period of time during which Mr. Lovett is not being paid annual base salary and
not receiving long-term disability insurance payments, Mr. Lovett 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. Lovett’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. Lovett’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. Lovett was employed during the applicable year, and
the denominator of which is twelve (12);
• Full vesting of any restricted stock;
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008