Charter 2008 Annual Report Download - page 44

Table of Contents
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 valued 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. Quigley’s employment is terminated by Charter without “cause” or by Mr. Quigley
for “good reason,” Mr. Quigley 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. Quigley will receive:
• Two (2) times his annual base salary and target bonus (60% of salary) for the year of termination;
• The amount of Mr. Quigley’s Executive Cash Award Plan account and all amounts that would be
credited as if Mr. Quigley 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.
In the event that Mr. Quigley is terminated as a result of death or “disability,” Mr. Quigley, his estate or
beneficiaries shall be entitled to:
• In the event there is a period of time during which Mr. Quigley is not being paid annual base salary and
not receiving long-term disability insurance payments, Mr. Quigley 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. Quigley’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. Quigley’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. Quigley 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.
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Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008