8-KMaterial Agreements

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Jan 28, 2005)

Filed January 28, 2005For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on January 28, 2005, to disclose an agreement related to the employment terms of Derek Chang, Executive Vice President - Finance and Strategy and Interim co-Chief Financial Officer. This filing primarily concerns potential severance and vesting benefits for Mr. Chang following the recent resignation of the company's former CEO, Mr. Vogel. The agreement grants Mr. Chang an extension until April 15, 2005, to exercise his right to terminate employment and receive specific benefits. These benefits include accelerated vesting of his unvested restricted shares and stock options, eighteen months of severance pay at his current compensation rate, and a pro rata portion of his bonus. These benefits are triggered under specific conditions such as termination without cause, changes in CEO or reporting structure, relocation requirements, or a change of control event.

Key Highlights

  • 1Agreement concerning employment terms for Derek Chang, EVP - Finance and Strategy and Interim co-CFO.
  • 2Extension granted for Mr. Chang to exercise termination rights, now due April 15, 2005.
  • 3Specific conditions for exercising termination rights include termination without cause, change in CEO, change in reporting relationship, relocation, or change of control.
  • 4If termination conditions are met, Mr. Chang is eligible for accelerated vesting of unvested restricted shares and stock options.
  • 5Entitlement to eighteen months of full severance benefits at current compensation rate.
  • 6Entitlement to a pro rata portion of bonus amounts within thirty days of termination.
  • 7This filing follows the recent resignation of Charter's former CEO, Mr. Vogel.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose a material definitive agreement regarding the employment terms and potential severance benefits for Derek Chang, Executive Vice President - Finance and Strategy and Interim co-Chief Financial Officer, particularly in light of recent executive changes at Charter Communications.

Under the agreement, if certain conditions are met (e.g., termination without cause, change in CEO, relocation, change of control), Mr. Chang is eligible for accelerated vesting of his unvested restricted shares and stock options, eighteen months of severance pay at his current compensation rate, and a pro rata portion of his bonus.

Charter and Mr. Chang have agreed that he will have until April 15, 2005, to exercise his right to terminate his employment and receive the outlined vesting, severance, and other benefits.

The agreement was reached in the context of the recent resignation of Charter's former Chief Executive Officer, Mr. Vogel, and the subsequent restructuring or potential changes within the company's leadership. The extended timeframe provides clarity and security for Mr. Chang during this transition period.