8-KLeadership ChangesMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Sep 17, 2004)

Filed September 17, 2004For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K report on September 17, 2004, announcing a material definitive agreement related to the resignation of its Principal Operating Officer, Margaret A. Bellville. The agreement, effective September 16, 2004, with her resignation effective September 30, 2004, outlines the terms of her departure. This filing is significant as it addresses executive transitions and the associated financial and contractual implications. Key aspects of the agreement include a substantial severance package for Ms. Bellville, comprising 65 weeks of base pay based on an annual salary of $625,000, plus accrued vacation time. Importantly, her stock options will continue to vest during the salary continuation period and she retains the right to exercise vested options for a period after this. The company also agreed to relocation benefits and outplacement services. While her employment agreement is terminated prospectively, certain obligations regarding confidentiality, non-solicitation, and non-disparagement remain, with specific carve-outs for non-solicitation. The company also waived non-competition provisions.

Key Highlights

  • 1Margaret A. Bellville, Principal Operating Officer, is resigning effective September 30, 2004.
  • 2A material definitive agreement governs Ms. Bellville's resignation, effective September 16, 2004.
  • 3Ms. Bellville is entitled to 65 weeks of base pay at an annual rate of $625,000, totaling approximately $781,250.
  • 4Accrued vacation and other leave time will be compensated.
  • 5Stock options will continue to vest during the salary continuation period, with the right to exercise vested options for a specified period thereafter.
  • 6The company will provide relocation benefits and 6 months of outplacement assistance.
  • 7Ongoing confidentiality, non-solicitation (with exceptions), and non-disparagement obligations remain, while non-competition provisions are waived.

Frequently Asked Questions

The primary financial impact for Charter Communications relates to the severance package provided to Ms. Bellville, which includes 65 weeks of base salary at an annual rate of $625,000, amounting to approximately $781,250. Additional costs include compensation for accrued leave, relocation benefits, and 6 months of outplacement services. The continued vesting and exercise period for stock options also represents a potential future financial consideration.

Ms. Bellville remains bound by ongoing obligations concerning confidentiality, non-solicitation (with specific exceptions for individuals not recently employed or receiving severance), and non-disparagement. These are crucial for protecting Charter's business interests.

No, the non-competition provisions of her previous Employment Agreement have been waived as part of this separation agreement.

Ms. Bellville has the right to exercise any outstanding vested stock options for 60 days following the expiration of her salary continuation period. The exercise prices will be those established at the respective grant dates.