Charter 2009 Annual Report Download - page 80

CCH II, LLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009, 2008, AND 2007
(dollars in millions, except where indicated)
F-32
18. Stock Compensation Plans
In accordance with the Plan, Charter’ s board of directors adopted the Charter Communications, Inc. 2009 Stock
Incentive Plan (the “2009 Stock Plan”). The 2009 Stock Plan provides for grants of nonqualified stock options,
incentive stock options, stock appreciation rights, dividend equivalent rights, performance units and performance
shares, share awards, phantom stock, restricted stock units and restricted stock. Directors, officers and other
employees of Charter and its subsidiaries and affiliates, as well as others performing consulting services for the
Company and its parent companies, are eligible for grants under the 2009 Stock Plan.
Prior to the Company’ s emergence from bankruptcy, Charter had stock compensation plans (the “Equity Plans”)
which provided for the grant of non-qualified stock options, stock appreciation rights, dividend equivalent rights,
performance units and performance shares, share awards, phantom stock and/or shares of restricted stock, as each
term is defined in the Equity Plans. Employees, officers, consultants and directors of Charter and its subsidiaries
and affiliates were eligible to receive grants under the Equity Plans.
Under the Equity Plans, options granted generally vested over four years from the grant date, with 25% generally
vesting on the first anniversary of the grant date and ratably thereafter. Generally, options expired 10 years from the
grant date. Restricted stock vested annually over a one to three-year period beginning from the date of grant. The
performance units became performance shares on or about the first anniversary of the grant date, conditional upon
Charter's performance against financial performance measures established by Charter’ s management and approved
by its board of directors as of the time of the award. The performance shares became shares of Class A common
stock on the third anniversary of the grant date of the performance units. In 2009, the majority of restricted stock
and performance units and shares were voluntarily forfeited by participants without termination of the service
period, and the remaining, along with all stock options, were cancelled on the Effective Date.
The Plan included an allocation of not less than 3% of new equity for employee grants with 50% of the allocation to
be granted within thirty days of the Company's emergence from bankruptcy. In December 2009, Charter’ s board of
directors authorized 8 million shares under the 2009 Stock Plan and awarded to certain employees 2 million shares
of restricted stock, one-third of which are to vest on each of the first three anniversaries of the Effective Date. Such
grant of new awards is deemed to be a modification of old awards and will be accounted for as a modification of the
original awards. As a result, unamortized compensation cost of $12 million was added to the cost of the new award
and will be amortized over the vesting period. As of December 31, 2009, total unrecognized compensation
remaining to be recognized in future periods totaled $72 million.