8-KMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Sep 9, 2005)

Filed September 9, 2005For Securities:CHTR

Summary

Charter Communications, Inc. (CHTR) filed an 8-K on September 9, 2005, to report the entry into material definitive agreements regarding employment. Specifically, the company entered into two-year employment agreements with Paul E. Martin, serving as Senior Vice President, Interim Chief Financial Officer, Principal Accounting Officer, and Corporate Controller, and Wayne H. Davis, serving as Executive Vice President and Chief Technical Officer. These agreements outline the terms of their employment, including compensation, benefits, and severance packages. For investors, the key takeaway is the formalization of key executive roles, providing stability and clarity in the company's leadership. The severance provisions are notable, offering protection to executives in the event of termination without cause or for good reason, which could be a factor in executive retention and morale.

Key Highlights

  • 1Charter Communications entered into two-year employment agreements with key executives Paul E. Martin and Wayne H. Davis.
  • 2Paul E. Martin's role is Senior Vice President, Interim Chief Financial Officer, Principal Accounting Officer, and Corporate Controller.
  • 3Wayne H. Davis's role is Executive Vice President and Chief Technical Officer.
  • 4The agreements include standard executive benefits, participation in incentive plans, and stock options.
  • 5Severance provisions are detailed, including salary continuation, pro-rata bonus, COBRA payments, and accelerated vesting of stock options upon termination without cause or for good reason.
  • 6Non-compete and non-solicitation clauses are included in the agreements.
  • 7Martin's annual salary is $240,625, and Davis's annual salary is $450,000.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report that Charter Communications, Inc. has entered into material definitive agreements, specifically employment agreements with two key executives: Paul E. Martin and Wayne H. Davis.

The agreements are for a two-year term and outline the executives' duties, eligibility for incentive plans and stock options, and specific severance packages in case of termination without cause or for good reason. They also include non-compete and non-solicitation clauses.

If terminated without cause or for good reason, the executives are entitled to their salary for the remainder of the agreement term or 12 months' salary (whichever is greater), a pro-rata bonus, 12 months of COBRA payments, and accelerated vesting of options and restricted stock during the severance payment period.

Paul E. Martin's annual salary is $240,625, and Wayne H. Davis's annual salary is $450,000. Mr. Martin's salary is in addition to amounts previously established in a separate letter agreement.