8-KMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Jun 15, 2005)

Filed June 15, 2005For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on June 15, 2005, reporting the adoption of the 2005 Executive Cash Award Plan, effective June 9, 2005. This plan is designed to incentivize and retain key executive officers, including the President/CEO (when filled), Executive Vice Presidents, and selected Senior Vice Presidents. The awards are structured to provide a significant cash bonus opportunity tied to base salary levels over several years, with vesting schedules intended to promote long-term commitment. Key to this plan are the performance-based incentives and retention goals. Participants will receive an award equivalent to 100% of their 2005 base salary, plus 20% of their base salary annually from 2006 through 2009. Vesting occurs incrementally, with 50% vested by the end of 2007 and 100% vested by the end of 2009, contingent on continued employment. Importantly, participation and payout are conditioned on the executive signing a release of claims and agreeing to post-employment restrictions, including non-competition and non-solicitation clauses.

Key Highlights

  • 1Charter Communications adopted the 2005 Executive Cash Award Plan on June 9, 2005, to incentivize and retain key executives.
  • 2The plan targets officers at the Vice President level and above, including the President/CEO, Executive Vice Presidents, and selected Senior Vice Presidents.
  • 3Awards are based on base salary: 100% of 2005 base salary, and 20% of base salary annually for 2006-2009.
  • 4Vesting occurs in stages: 50% of the award balance vests at the end of 2007, and 100% vests at the end of 2009.
  • 5Continued employment through the end of the calendar year in which an award vests is required for payment.
  • 6Plan participants must execute a release of claims against the company and agree to post-employment restrictions (confidentiality, non-competition, non-solicitation).
  • 7The plan aims to align executive interests with company success and encourage long-term retention.

Frequently Asked Questions

The primary purpose of the plan is to provide additional incentive and retain key executive officers of Charter Communications and its subsidiaries by offering significant cash award opportunities tied to their performance and continued employment.

Participants are awarded 100% of their 2005 base salary upfront, plus 20% of their base salary annually for the years 2006 through 2009. The award vests incrementally, with 50% becoming vested at the end of 2007 and the full 100% vested by the end of 2009, provided the executive remains employed.

Executives must remain continuously employed by Charter from their date of participation through the end of the calendar year in which their award vests. Additionally, they must sign an agreement releasing the company from all claims arising prior to the payment date and adhere to restrictions on post-employment use of confidential information, non-competition, and non-solicitation of customers and employees.

Eligibility is limited to employees at the Vice President level and above, who are recommended by the CEO and approved by the Compensation Committee. The plan specifically designates participants for the President/CEO (when filled), Executive Vice President positions, and selected Senior Vice President positions.