8-KMaterial AgreementsExhibits & Filings

CHARTER COMMUNICATIONS, INC. /MO/ 8-K Report, Material Agreement (Aug 1, 2006)

Filed August 1, 2006For Securities:CHTR

Summary

This Form 8-K filing from Charter Communications, Inc. (CHTR) on August 1, 2006, primarily announces the entry into a material definitive agreement regarding the employment of Marwan Fawaz. Mr. Fawaz has been appointed as Executive Vice President, with duties including serving as Chief Technology Officer, effective August 1, 2006. This appointment is for a two-year term and includes a significant compensation package, reflecting the company's investment in key executive talent. The filing details the terms of his employment, including salary, bonuses, stock awards, and stock options, as well as provisions for termination and restrictive covenants. Investors should note the substantial equity grants and performance incentives designed to align Mr. Fawaz's interests with those of the company and its shareholders. The disclosure also outlines severance benefits and post-employment restrictions, which are standard components of executive employment agreements.

Key Highlights

  • 1Charter Communications, Inc. has entered into an Employment Agreement with Marwan Fawaz, effective August 1, 2006.
  • 2Mr. Fawaz will serve in an executive capacity as Executive Vice President, including duties as Chief Technology Officer.
  • 3The employment term is two years, commencing August 1, 2006.
  • 4Mr. Fawaz's compensation includes a $450,000 annual salary, a $100,000 signing bonus, and eligibility for a performance-based bonus up to 70% of salary.
  • 5He will receive equity awards including 50,000 restricted shares of Class A common stock (vesting over three years) and an option to purchase 300,000 shares of Class A common stock (vesting over four years).
  • 6Additionally, he will receive 133,741 performance shares under the stock incentive plan with a three-year vesting period.
  • 7The agreement includes provisions for termination without cause or for good reason, with specific severance packages and continued vesting of equity.

Frequently Asked Questions

The main purpose of this 8-K filing is to disclose Charter Communications, Inc.'s entry into a material definitive agreement concerning the employment of Marwan Fawaz as Executive Vice President and Chief Technology Officer.

Marwan Fawaz's compensation package includes an annual salary of $450,000, a $100,000 signing bonus, eligibility for performance bonuses, participation in incentive plans, and significant grants of restricted stock and stock options.

If Mr. Fawaz is terminated by the Company without 'cause' or for 'good reason,' he is entitled to receive his salary for the remainder of the agreement term or twelve months' salary (whichever is greater), a pro rata bonus, COBRA payments for a specified period, and continued vesting of stock options and restricted stock during the severance payment period.

Yes, the employment agreement includes a one-year non-compete provision (or until the end of the agreement term, if longer) and a two-year non-solicitation clause.