Charter 2008 Annual Report Download - page 42

Table of Contents
• 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 Lovett 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 Lovett Agreement, if longer). The Lovett
Agreement provides that he not ever reveal or use any confidential information obtained in the course of his
employment.
Grier C. Raclin
Termination by the Termination Within
Company for Cause Termination by the 30 days before and
Or Voluntary Company Without 13 Months Following
Termination by the Cause or by the Change in Control
Executive for Other Termination Due to Executive for Good Without Cause or
Than Good Reason Death or Disability Reason for Good Reason
($) ($) ($) ($)
Severance — — 940,050 940,050
Bonus(1) — 300,205 564,030 564,030
Stock Options(2) — 7,306 4,871 4,871
Performance Shares — 785,117 313,710 785,117
Restricted Stock — 194,999 136,499 136,499
Executive Cash Award
Payout — 609,005 — 806,805
Total — 1,896,632 1,959,160 3,237,372
(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 (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 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. Raclin’s employment is terminated by Charter without “cause” or by Mr. Raclin for
“good reason,” Mr. Raclin will receive:
• Two (2) times his annual base salary and target bonus (60% 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. Raclin will receive:
• Two (2) times his annual base salary and target bonus (60% of salary) for the year of termination;
• The amount of Mr. Raclin’s Executive Cash Award Plan account and all amounts that would be
credited as if Mr. Raclin had remained employed for the term of the Plan;
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008