Charter 2008 Annual Report Download - page 45

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Table of Contents
The Quigley Agreement contains a two-year non-solicitation clause for customer and employees and a
two-year non-compete provision (or until the end of the term of the Quigley Agreement, if longer). The
Quigley Agreement provides that he not ever reveal or use any confidential information obtained in the course
of his employment.
Limitation of Directors’ Liability and Indemnification Matters
Our Certificate of Incorporation limits the liability of directors to the maximum extent permitted by
Delaware law. The Delaware General Corporation Law provides that a corporation may eliminate or limit the
personal liability of a director for monetary damages for breach of fiduciary duty as a director, except for
liability for:
(1) any breach of the director’s duty of loyalty to the corporation and its shareholders;
(2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of
law;
(3) unlawful payments of dividends or unlawful stock purchases or redemptions; or
(4) any transaction from which the director derived an improper personal benefit.
Our Bylaws provide that we will indemnify all persons whom we may indemnify pursuant thereto to the
fullest extent permitted by law.
37
Source: CHARTER COMMUNICATIO, DEF 14A, March 17, 2008