Charter 2008 Annual Report Download - page 43

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• 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.
In the event that Mr. Raclin is terminated as a result of death or “disability,” Mr. Raclin, his estate or
beneficiaries shall be entitled to:
• In the event there is a period of time during which Mr. Raclin is not being paid annual base salary and
not receiving long-term disability insurance payments, Mr. Raclin 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. Raclin’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. Raclin’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. Raclin 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 Raclin 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 agreement, if longer. The Raclin
Agreement provides that he not ever reveal or use any confidential information obtained in the course of his
employment.
Robert A. Quigley
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 — 721,769 250,362 721,769
Restricted Stock — 282,750 195,000 195,000
Executive Cash Award
Payout — 634,005 — 831,805
Total — 1,946,035 1,954,313 3,257,525
(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
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008