8-KMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Feb 17, 2005)

Filed February 17, 2005For Securities:CHTR

Summary

This 8-K filing from Charter Communications, Inc. reports on the definitive agreement entered into on February 12, 2005, with former Chief Executive Officer, Carl E. Vogel. The agreement details the terms and conditions of his resignation, which was effective January 17, 2005. For investors, the key takeaway is the financial compensation and benefits Mr. Vogel will receive, as well as the ongoing obligations and restrictions placed upon him. Significant components of the agreement include a lump sum payment of Mr. Vogel's remaining 2005 base salary ($953,425), an additional cash payment of $500,000 at year-end 2005 (subject to reduction for competitive activities), continued health benefits through 2005 and COBRA premiums for 18 months thereafter. Notably, all outstanding stock options and most restricted stock will continue to vest through December 31, 2005, with specific provisions for his 2001 restricted stock grant. Mr. Vogel also waives further bonus participation but retains certain indemnification and D&O insurance coverage. He remains bound by non-compete, confidentiality, and non-disparagement clauses.

Key Highlights

  • 1Charter Communications entered into a separation agreement with former CEO Carl E. Vogel on February 12, 2005.
  • 2Mr. Vogel will receive his remaining 2005 base salary, totaling $953,425, plus a $500,000 lump sum payment at year-end 2005.
  • 3Health benefits will continue for Mr. Vogel through 2005, with COBRA premiums covered for an additional 18 months.
  • 4Outstanding stock options and most restricted stock will continue to vest through December 31, 2005.
  • 5Mr. Vogel forfeited 340,000 shares of restricted stock and half of his remaining unvested 2001 restricted stock grant.
  • 6The agreement includes releases of claims by both parties, with Charter providing Mr. Vogel indemnification and D&O insurance for six years.
  • 7Mr. Vogel remains bound by confidentiality, non-compete, and non-disparagement provisions from his prior employment agreement.

Frequently Asked Questions

Mr. Vogel will receive his accrued and unpaid base salary and vacation pay through his resignation date, plus a lump sum payment for the remainder of his 2005 base salary ($953,425). He will also receive an additional $500,000 cash payment on December 31, 2005, subject to potential reduction based on competitive activities.

All of Mr. Vogel's outstanding stock options and his restricted stock granted in 2004 (excluding 340,000 performance units) will continue to vest through December 31, 2005. Additionally, half of the remaining unvested portion of his 2001 restricted stock grant will vest immediately, with the other half forfeited. He will have 60 days after December 31, 2005, to exercise any vested stock options.

Mr. Vogel remains bound by the confidentiality, non-compete, and non-disparagement provisions stipulated in his 2001 employment agreement, with limited exceptions. He also waived any further right to bonus or incentive plan participation.

Yes, Charter will continue to provide Mr. Vogel with certain indemnification rights and include him in its director and officer liability insurance for a period of six years. He will also continue to receive health benefits during 2005 and COBRA premiums for 18 months thereafter.