8-KMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Nov 14, 2005)

Filed November 14, 2005For Securities:CHTR

Summary

This 8-K filing by Charter Communications, Inc. (CHTR) on November 14, 2005, primarily announces the execution of an employment agreement with Grier C. Raclin, effective October 10, 2005. Mr. Raclin has been appointed as Executive Vice President and General Counsel, overseeing critical legal, governmental affairs, compliance, and regulatory functions. This appointment is a material development, signaling a key hire within the company's executive leadership. The agreement details a comprehensive compensation package, including a substantial base salary, a signing bonus, and significant equity awards in the form of restricted shares and stock options. It also outlines provisions for incentive bonus plans and other senior executive benefits. The filing also specifies severance terms in the event of termination without cause or resignation for good reason, along with non-compete and non-solicitation clauses, and relocation assistance. Investors should note the significance of this executive appointment for the company's legal and regulatory strategy.

Key Highlights

  • 1Charter Communications entered into a material definitive agreement for the employment of Grier C. Raclin as Executive Vice President and General Counsel, effective October 10, 2005.
  • 2Mr. Raclin will be responsible for the company's legal affairs, governmental affairs, compliance, and regulatory functions.
  • 3The employment agreement includes a base salary of $425,000, subject to annual review.
  • 4Mr. Raclin will receive a one-time signing bonus of $200,000.
  • 5Significant equity awards are part of the compensation package, including 50,000 restricted shares and options to purchase 245,800 shares.
  • 6The agreement stipulates severance benefits in case of termination without cause or resignation for good reason, including salary continuation and accelerated vesting of equity.
  • 7The employment agreement contains a two-year term, with a one-year non-compete provision and two-year non-solicitation clauses.

Frequently Asked Questions

Grier C. Raclin has been appointed as Executive Vice President and General Counsel, effective October 10, 2005. In this role, he will manage Charter's legal affairs, governmental affairs, compliance, and regulatory functions.

Mr. Raclin's compensation includes a base salary of $425,000, a $200,000 signing bonus, 50,000 restricted shares, options to purchase 100,000 shares under the Incentive Stock Plan, options to purchase 145,800 shares under the Long Term Incentive plan, and 62,775 performance shares. He is also eligible for incentive bonus plans and other senior executive benefits.

If terminated by Charter without 'cause' or by Mr. Raclin for 'good reason', he is entitled to severance. This includes two times his salary (or salary for the remainder of the term/12 months, whichever is greater) if terminated outside of a change of control context, a pro rata bonus, COBRA payments for up to 12 months, and accelerated vesting of equity during the severance payment period.

Yes, the employment agreement includes a one-year non-compete provision in a 'Competitive Business' and two-year non-solicitation clauses.