Common use of DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Clause in Contracts

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ The information required by this Item that is not set forth below is incorporated by reference to our Proxy Statement for the 2000 Annual Meeting of Stockholders. Information regarding our executive officers is set forth below. Except for Xx. Xxxxxx, our executive officers were appointed to their position shortly after our formation in July 1999, and became employees of Charter Communications, Inc. upon completion of our initial public offering. Prior to that time, they were employees of Charter Investment, Inc. All of our executive officers simultaneously serve in the same capacity with Charter Investment, Inc. XXXXXX X. XXXX, 00, President and Chief Executive Officer. Xx. Xxxx co-founded Charter Investments, Inc., in 1993, Xx. Xxxx was executive vice president and chief financial officer of Cencom Cable Associates, Inc. where he previously held other executive positions. Earlier he was with Xxxxxx Xxxxxxxx LLP, where he attained the position of tax manager. Xx. Xxxx, a certified public accountant, received a bachelors degree and a M.A. from Washington University. XXXXX X. XXXXXXX, 41, Senior Vice President of Operations -- Western Division. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxxxx held various senior marketing and operating roles during nine years at Comcast Cable Communications, Inc. He received a B.A. from California State University, Fullerton, and an M.B.A. from National University. XXXX XXX XXXXX, 44, Senior Vice President -- Marketing and Programming. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxx was active in the emerging business sector and formed Blake Investments, Inc. in 1993. She has 18 years of experience with senior management responsibilities in marketing, sales, finance, systems, and general management. Xx. Xxxxx received a B.S. from the University of Minnesota and an M.B.A. from the Harvard Business School. XXXX X. XXXXXXXXXX, 47, Senior Vice President -- Administration. From 1986 until joining Charter Investment, Inc. in 1998, Xx. Xxxxxxxxxx served in various executive management positions at Edison Brothers Stores, Inc. Earlier he held management and executive positions at Xxxxxxxxxx Xxxx. Xx. Xxxxxxxxxx holds bachelor's degrees from the University of Iowa and a master's degree from Northwestern University's Xxxxxxx Graduate School of Management. XXXXXX X. XXXXXXX, 50, Senior Vice President -- Advanced Technology Development. Xx. Xxxxxxx joined Charter Investment, Inc. in 1994. Previously he served as a vice president of Cable Television Laboratories and as a regional director of engineering for Continental Cablevision. He is a graduate of Ranken Technical Institute and of Southern Illinois University. XXXX X. XXXXXXXX, 40, Senior Vice President and Chief Financial Officer. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxxxxx was employed for 13 years by Xxxxxx Xxxxxxxx LLP, where he attained the position of senior tax manager. He has extensive experience in cable, real estate, and international tax issues. Xx. Xxxxxxxx has a B.S. from Illinois Wesleyan University and is a certified public accountant. XXXXX X. XXXXX, 43, Senior Vice President -- Treasurer. Prior to joining Charter Investment, Inc. in 1993, Xx. Xxxxx was controller and then treasurer of Cencom Cable Associates. He left Charter in 1994, to become chief financial officer of CableMaxx, Inc., and returned in 1996. Xx. Xxxxx received his bachelor's degree in accounting from the University of Missouri -- Columbia and his M.B.A. from Saint Louis University. XXXXX X. XXXXXX, 44, Senior Vice President of Operations -- Eastern Division. Prior to joining Charter Investment, Inc. in 1995, Xx. XxXxxx was associated with Crown Cable and its predecessor company, Cencom Cable Associates, Inc., from 1983 to 1994. Xx. XxXxxx has served as a director of the South Carolina Cable Television Association for the past ten years and is a member of the Southern Cable Association's Tower Club. 63 XXXX X. XXXXXX, 50, Senior Vice President -- Engineering. Prior to joining Charter Investment, Inc. in 1998, Xx. Xxxxxx was with Marcus Cable for 8 years, most recently serving as senior vice president and chief technical officer. Earlier he was in operations with Xxxx Xxxx Communications and Minnesota Utility Contracting. Xx. Xxxxxx attended the University of Wisconsin-Oshkosh. XXXXXXX X. XXXXXX, 41, Senior Vice President and Chief Information Officer. Prior to joining Charter Communications, Inc. in 1999, Xx. Xxxxxx was director, applied technologies of Xxx Communications for four years. Prior to that, he held technical and management positions during four years at Southwestern Xxxx and its subsidiaries. Xx. Xxxxxx attended Fort Xxxx State University. XXXXXX X. XXXXXX, 47, Executive Vice President, Assistant to the President. Prior to joining Charter Investment, Inc. in 1998, Xx. Xxxxxx was managing partner of the St. Louis office of Ernst & Young LLP, where he was a partner for 14 of 24 years. He served as one of 10 members of the firm's National Tax Committee. Xx. Xxxxxx earned a B.S. degree from Saint Louis University. XXXXXX X. XXXX, 51, Senior Vice President, General Counsel and Secretary. Prior to joining Charter Investment, Inc. in 1997, Xx. Xxxx served as corporate counsel to NYNEX since 1988. He has over 25 years of experience as a corporate lawyer, specializing in mergers and acquisitions, joint ventures, public offerings, financings, and federal securities and antitrust law. Xx. Xxxx received a B.A. from Trinity College and a X.X. from Columbia University School of Law. XXXXXXX X. XXXXX, 40, Senior Vice President -- Corporate Development and Technology. From 1983 until joining Charter Investment, Inc. in 1995, Xx. Xxxxx served in various management positions at U.S. Computer Services, Inc. He is a member of the board of directors of High Speed Access Corp.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information required by this Item that is not set forth below is incorporated by reference with respect to our Proxy Statement for the 2000 Annual Meeting of Stockholders. Information regarding our current directors and executive officers is set forth below. Except for Xx. Xxxxxxof the Company as of April 24, our executive officers were appointed to their position shortly after our formation in July 19991998: AGE AT YEAR FIRST APRIL 24, and became employees of Charter Communications, Inc. upon completion of our initial public offering. Prior to that time, they were employees of Charter Investment, Inc. All of our executive officers simultaneously serve in the same capacity with Charter Investment, Inc. XXXXXX ELECTED OR APPOINTED NAME 1998 DIRECTOR/OFFICER PRINCIPAL OCCUPATION ---- ---- ---------------- -------------------- Xxxxxxx X. XXXX, 00, President and Xxxxx 45 1997 Chief Executive Officer. Xx. ; President; Director Xxxxxx X. Xxxx co-founded Charter Investments34 1998 Chief Financial Officer Xxxxxx X. Xxxxxx 42 1998 Chief Operating Officer of Only Deals, Inc., ; Director Xxxx Xxxx 30 1997 Director Xxxxxx Xxxx 38 1997 Director Xxxx Xxxxxx 51 1997 Director XXXXXXX X. XXXXX Xxxxxxx X. Xxxxx became Chief Executive Officer of the Company in 1993, Xx. Xxxx was executive vice president January 1998 and chief financial officer of Cencom Cable Associates, Inc. where he previously held other executive positions. Earlier he was with Xxxxxx Xxxxxxxx LLP, where he attained the position of tax manager. Xx. Xxxx, a certified public accountant, received a bachelors degree and a M.A. from Washington University. XXXXX X. XXXXXXX, 41, Senior Vice President of Operations -- Western Division. Prior to joining Charter Investment, Inc. the Company in 1995, Xx. Xxxxxxx held various senior marketing and operating roles during nine years at Comcast Cable Communications, Inc. He received a B.A. from California State University, Fullerton, and an M.B.A. from National University. XXXX XXX XXXXX, 44, Senior Vice President -- Marketing and Programming. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxx was active in the emerging business sector and formed Blake Investments, Inc. in 1993. She has 18 years of experience with senior management responsibilities in marketing, sales, finance, systems, and general management. Xx. Xxxxx received a B.S. from the University of Minnesota and an M.B.A. from the Harvard Business School. XXXX X. XXXXXXXXXX, 47, Senior Vice President -- Administration. From 1986 until joining Charter Investment, Inc. in 1998, Xx. Xxxxxxxxxx served in various executive management positions at Edison Brothers Stores, Inc. Earlier August 1997; he held management and executive positions at Xxxxxxxxxx Xxxx. Xx. Xxxxxxxxxx holds bachelor's degrees from the University of Iowa and a master's degree from Northwestern University's Xxxxxxx Graduate School of Management. XXXXXX X. XXXXXXX, 50, Senior Vice President -- Advanced Technology Development. Xx. Xxxxxxx joined Charter Investment, Inc. in 1994. Previously he served as a vice president of Cable Television Laboratories and as a regional director of engineering for Continental Cablevision. He is a graduate of Ranken Technical Institute and of Southern Illinois University. XXXX X. XXXXXXXX, 40, Senior Vice President and Chief Financial Officer. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxxxxx was employed for 13 years by Xxxxxx Xxxxxxxx LLP, where he attained the position of senior tax manager. He has extensive experience in cable, real estate, and international tax issues. Xx. Xxxxxxxx has a B.S. from Illinois Wesleyan University and is a certified public accountant. XXXXX X. XXXXX, 43, Senior Vice President -- Treasurer. Prior to joining Charter Investment, Inc. in 1993, Xx. Xxxxx was controller and then treasurer of Cencom Cable Associates. He left Charter in 1994, to become chief financial officer of CableMaxx, Inc., and returned in 1996. Xx. Xxxxx received his bachelor's degree in accounting from the University of Missouri -- Columbia and his M.B.A. from Saint Louis University. XXXXX X. XXXXXX, 44, Senior Vice President of Operations -- Eastern Division. Prior to joining Charter Investment, Inc. in 1995, Xx. XxXxxx was associated with Crown Cable and its predecessor company, Cencom Cable Associates, Inc., from 1983 to 1994. Xx. XxXxxx has served as a director of the South Carolina Cable Television Association for Company since August 1997. Xx. Xxxxx joined the past ten years Company in September 1996, as Executive Vice President and is General Merchandising Manager and became President of Only Deals, Inc. ("Only Deals"), a member wholly owned subsidiary of the Southern Cable Association's Tower ClubCompany, in October 1996. 63 XXXX X. XXXXXX, 50, Senior Vice President -- Engineering. Prior From 1992 to joining Charter Investment, Inc. in 1998September 1996, Xx. Xxxxxx Xxxxx was with Marcus Cable Director of Retail Merchandising and Retail Operations for 8 yearsHoliday Companies, most recently serving as senior vice president a large grocery, wholesale and chief technical officer. Earlier he was gasoline company based in operations with Xxxx Xxxx Communications and Minnesota Utility ContractingBloomington, Minnesota. Xx. Xxxxxx attended the University Xxxxx is also a director of WisconsinOdd's-Oshkosh. XXXXXXX X. XXXXXX, 41, Senior Vice President and Chief Information Officer. Prior to joining Charter CommunicationsN-End's, Inc. in 1999, Xx. Xxxxxx was director, applied technologies of Xxx Communications for four years. Prior to that, he held technical and management positions during four years at Southwestern Xxxx ("Odd's-N-End's") which is 40.5% owned by the Company and its subsidiariesPresident as of January 1998. XXXXXX X. XXXX Xxxxxx X. Xxxx became Chief Financial Officer of the Company in January 1998. Xx. Xxxxxx attended Fort Xxxx State University. XXXXXX X. XXXXXX, 47, Executive Vice President, Assistant to joined the President. Prior to joining Charter Investment, Inc. Company in 1998, Xx. Xxxxxx was managing partner of the St. Louis office of Ernst & Young LLP, where he was a partner for 14 of 24 years. He served January 1996 as one of 10 members of the firm's National Tax CommitteeCorporate Controller. Xx. Xxxxxx earned a B.S. degree from Saint Louis UniversityXxxx also became the Chief Financial Officer of both Odd's-N-End's and Only Deals in January 1998. XXXXXX X. XXXX, 51, Senior Vice President, General Counsel and Secretary. Prior From January 1994 to joining Charter Investment, Inc. in 1997January 1996, Xx. Xxxx served as corporate counsel was Manager of Financial Reporting for Damark International, a mail order retailer. From September 1986 to NYNEX since 1988. He has over 25 years of experience as a corporate lawyerJanuary 1994, specializing in mergers and acquisitions, joint ventures, public offerings, financings, and federal securities and antitrust law. Xx. Xxxx received a B.A. was employed by Touche Xxxx/Deloitte & Touche, an international accounting firm, where he served as Audit Manager from Trinity College and a X.X. from Columbia University School of Law. XXXXXXX X. XXXXX, 40, Senior Vice President -- Corporate Development and Technology. From 1983 until joining Charter Investment, Inc. in 1995, Xx. Xxxxx served in various management positions at U.S. Computer Services, Inc. He is a member of the board of directors of High Speed Access Corp.September 1991.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ INFORMATION CONCERNING MEMBERS OF THE BOARD OF DIRECTORS‌ The following table sets forth certain information required by this Item that is not set forth below is incorporated by reference to our Proxy Statement for concerning members of the 2000 Annual Meeting Board of StockholdersDirectors of the Company as of December 31, 1997: NAME AGE POSITION Chairman of the Board, Chief Executive Officer, Xxxxxx M.G. Chaltiel 56 President and Director Xxxxx Xxxxxxxxx 60 Director Xxxxx X. Xxxxxx 52 Director Xxxxxx X. Xxxxxxxxxx 54 Director Xxxxx X. Xxxxxx 67 Director Xxxxxx M.G. Chaltiel has been the Chairman, CEO and President of the Company and a Director of the Company since August 1994. Information regarding our executive officers is set forth below. Except for Xx. Xxxxxx, our executive officers were appointed to their position shortly after our formation in July 1999, Mr. Chaltiel served as President and became employees CEO of Charter CommunicationsAbbey Healthcare Group, Inc. upon completion ("Abbey") from November 1993 to February 1994 and prior thereto as Chairman, CEO and President of our initial public offeringTotal Pharmaceutical Care, Inc. ("TPC") from March 1989 to November 1993, when Abbey completed its acquisition of TPC. From May 1985 to October 1988, Mr. Chaltiel served as President, Chief Operating Officer and a Director of Salick Health Care, Inc., a publicly-held company focusing on the development of outpatient cancer and dialysis treatment centers. Mr. Chaltiel served in a consulting capacity with Salick Health Care, Inc. from October 1988 until he joined TPC. Prior to that timeMay 1985, they were employees of Charter InvestmentMr. Chaltiel was associated with Xxxxxx International, Inc. All ("Baxter") for 18 years in numerous corporate and divisional management positions, including Corporate Group Vice President with responsibility for the International Group and five domestic divisions with combined revenue in excess of our executive officers simultaneously serve $1 billion, President of Xxxxxx'x Artificial Organs Division, Vice President of its International Division, Area Managing Director for Europe and President of its French operations. While at Baxter, Mr. Chaltiel was instrumental in the same capacity with Charter Investmentdevelopment and successful worldwide commercialization of Continuous Ambulatory Peritoneal Dialysis, Inc. XXXXXX X. XXXX, 00, President and Chief Executive Officercurrently the most common mode of home dialysis. Xxxxx Xxxxxxxxx has been a Director of the Company since August 1994. Xx. Xxxx coXxxxxxxxx was a Senior Vice President and Senior Advisor, Corporate Finance, of Xxxxx Healthcare Corporation ("Xxxxx") until his retirement in 1997. Xx. Xxxxxxxxx also has held various senior executive offices with Xxxxx since 1976. Prior to joining Xxxxx, Xx. Xxxxxxxxx served as a Vice President of Bank of America. Xxxxx X. Xxxxxx has been a Director of the Company since August 1994. Xx. Xxxxxx has been a Managing Director of DLJ Merchant Banking, Inc. ("DLJMB") since September 1992. From April 1989 to September 1992, he was a Co-founded Charter InvestmentsChairman of Xxxxxx & Wheat, Inc., an investment firm specializing in 1993, leveraged buyouts. Prior thereto Xx. Xxxx Xxxxxx was executive vice president and chief financial officer of Cencom Cable Associates, Inc. where he previously held other executive positions. Earlier he was with Xxxxxx Xxxxxxxx LLP, where he attained the position of tax manager. Xx. Xxxx, a certified public accountant, received a bachelors degree and a M.A. from Washington University. XXXXX X. XXXXXXX, 41, Senior Vice President of Operations -- Western Division. Prior to joining Charter InvestmentXxxxxxxxx, Inc. in 1995, Xx. Xxxxxxx held various senior marketing and operating roles during nine years at Comcast Cable Communications, Inc. He received a B.A. from California State University, Fullerton, and an M.B.A. from National University. XXXX XXX XXXXX, 44, Senior Vice President -- Marketing and Programming. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxx was active in the emerging business sector and formed Blake Investments, Inc. in 1993. She has 18 years of experience with senior management responsibilities in marketing, sales, finance, systems, and general managementLufkin & Xxxxxxxx Securities Corporation ("DLJ"). Xx. Xxxxxx is a Director of S.D. Xxxxxx Holdings Corporation, Xxxxx received Products Co. and Jitney Jungle Stores Co. Xxxxxx X. Xxxxxxxxxx has been a B.S. from director of the University Company since July 1997. Xx. Xxxxxxxxxx, the Xxxxx X. XxXxxxxxx Professor of Minnesota and an M.B.A. from Business Administration Chair at the Harvard Business School. XXXX X. XXXXXXXXXX, 47, Senior Vice President -- Administration. From 1986 until joining Charter Investment, Inc. in 1998, Xx. Xxxxxxxxxx served in various executive management positions has been a member of the faculty at Edison Brothers Stores, Inc. Earlier he held management and executive positions at Xxxxxxxxxx Xxxxthe Harvard Business School since 1971. Xx. Xxxxxxxxxx holds bachelor's degrees from is a director of X.X. Xxxx, Inc., Cardinal Health, Inc., Deere & Company, Manor Care, Inc. and Schering- Plough Corporation. Xxxxx X. Xxxxxx has been a director of the Company since April 1997. Xx. Xxxxxx has been a Professor of Medicine, Physiology and Biophysics and Chief, Division of Nephrology, at the University of Iowa and a master's degree from Northwestern University's Xxxxxxx Graduate Southern California School of Management. XXXXXX X. XXXXXXX, 50, Senior Vice President -- Advanced Technology DevelopmentMedicine since 1974. Xx. Xxxxxxx joined Charter Investment, Inc. in 1994. Previously he Xxxxxx served as a vice the president of Cable Television Laboratories the National Kidney Foundation from 1990 through 1992. No arrangement or understanding exists between any director and any other person or persons pursuant to which any director was or is to be selected as a regional director other than pursuant to the Shareholders Agreement. See "Item 13. Certain Relationships and Related Transactions." None of engineering for Continental Cablevisionthe directors has any family relationship among themselves or with any executive officer of the Company. He INFORMATION CONCERNING EXECUTIVE OFFICERS The following table sets forth certain information concerning each person who is a graduate an executive officer of Ranken Technical Institute the Company as of December 31, 1997: NAME AGE POSITION Xxxxxx M.G. Chairman of the Board, Chief Executive Officer, Chaltiel 56 President and of Southern Illinois University. XXXX Director Xxxxxxx X. XXXXXXXX, 40, Senior Xxxx 51 Executive Vice President and Chief Financial Officer. Prior to joining Charter Investment, Inc. in 1995, Xx. Operating Officer Xxxxx X. Xxxxxxxx was employed for 13 years by Xxxxxx Xxxxxxxx LLP, where he attained the position of senior tax manager. He has extensive experience in cable, real estate, and international tax issues. Xx. Xxxxxxxx has a B.S. from Illinois Wesleyan University and is a certified public accountant. XXXXX X. XXXXX, 43, Senior Vice President -- Treasurer. Prior to joining Charter Investment, Inc. in 1993, Xx. Xxxxx was controller and then treasurer of Cencom Cable Associates. He left Charter in 1994, to become chief financial officer of CableMaxx, Inc., and returned in 1996. Xx. Xxxxx received his bachelor's degree in accounting from the University of Missouri -- Columbia and his M.B.A. from Saint Louis University. XXXXX X. XXXXXX, 44, Senior Vice President of Operations -- Eastern Division. Prior to joining Charter Investment, Inc. in 1995, Xx. XxXxxx was associated with Crown Cable and its predecessor company, Cencom Cable Associates, Inc., from 1983 to 1994. Xx. XxXxxx has served as a director of the South Carolina Cable Television Association for the past ten years and is a member of the Southern Cable Association's Tower Club. 63 XXXX X. XXXXXX, 50, Senior Vice President -- Engineering. Prior to joining Charter Investment, Inc. in 1998, Xx. Xxxxxx was with Marcus Cable for 8 years, most recently serving as senior vice president and chief technical officer. Earlier he was in operations with Xxxx Xxxx Communications and Minnesota Utility Contracting. Xx. Xxxxxx attended the University of Wisconsin-Oshkosh. XXXXXXX X. XXXXXX, 41, Senior Vice President and Chief Information Officer. Prior to joining Charter Communications, Inc. in 1999, Xx. Xxxxxx was director, applied technologies of Xxx Communications for four years. Prior to that, he held technical and management positions during four years at Southwestern Xxxx and its subsidiaries. Xx. Xxxxxx attended Fort Xxxx State University. XXXXXX X. XXXXXX, 47, Executive Vice President, Assistant to the President. Prior to joining Charter Investment, Inc. in 1998, Xx. Xxxxxx was managing partner of the St. Louis office of Ernst & Young LLP, where he was a partner for 14 of 24 years. He served as one of 10 members of the firm's National Tax Committee. Xx. Xxxxxx earned a B.S. degree from Saint Louis University. XXXXXX X. XXXX, 51, Senior 40 Vice President, General Counsel and SecretarySecretary Xxxx X. Xxxx 37 Vice President, Finance and Chief Financial Officer Executive officers of the Company are elected by and serve at the discretion of the Board. Set forth below is a brief description of the business experience of all executive officers other than Mr. Chaltiel, who is also a director. See "Information Concerning Members of the Board of Directors." Xxxxxxx X. Xxxx has been Executive Vice President and Chief Operating Officer of the Company since August 1994. Xx. Xxxx was President of the Company from April 1994 through August 1994. Prior to joining Charter Investment, Inc. in 1997thereto, Xx. Xxxx served as corporate counsel President of Medical Ambulatory Care, Inc. and its subsidiaries since 1984. Xxxxx X. Xxxxxxxx has been Vice President, General Counsel and Secretary of the Company since August 1994. Prior to NYNEX joining the Company, from May 1991 to April 1994, Xx. Xxxxxxxx served as Vice President, General Counsel and Secretary of TPC. From February 1988 to 1991, Xx. Xxxxxxxx served as Vice President and General Counsel of XxXxx Laboratories, Inc. (a subsidiary of the Xxxxxxx Company). Prior to February of 1988, Xx. Xxxxxxxx was with the Xxxxxxx Company for seven years in numerous corporate, legal and management positions, including Assistant to the General Counsel. Xxxx X. Xxxx has been the Vice President, Finance and Chief Financial Officer of the Company since 1988its inception in April 1994. He has over 25 years of experience as a corporate lawyerPrior thereto, specializing in mergers and acquisitions, joint ventures, public offerings, financings, and federal securities and antitrust law. Xx. Xxxx received a B.A. from Trinity College and a X.X. from Columbia University School of Law. XXXXXXX X. XXXXXserved in the same capacity with Medical Ambulatory Care, 40Inc. since May 1, Senior Vice President -- Corporate Development and Technology1993. From 1983 until joining Charter InvestmentDecember 1990 to April 1993, Inc. in 1995, Xxhe was the Chief Financial Officer for one of Xxxxx'x general acute hospitals. Xxxxx served in various management positions at U.S. Computer Services, Inc. He is a member None of the board executive officers has any family relationship among themselves or with any director of directors of High Speed Access Corp.the Company.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. ‌ The information required by this Item that is not set forth below is incorporated by reference to our Proxy Statement for Information regarding directors of the 2000 Annual Meeting of StockholdersCompany appears below. Information regarding our executive officers is set forth below. Except for appears in Part I of this report, under the heading "Executive Officers of the Registrant." Name Age Position ---- --- -------- Xxxxxxx X. Xxxxxxx, Xx. Xxxxxx67 Chairman of the Board of Directors Xxxxxxx X. Xxxxxxx, our executive officers were appointed to their position shortly after our formation in July 1999Xx. 37 President, and became employees of Charter Communications, Inc. upon completion of our initial public offering. Prior to that time, they were employees of Charter Investment, Inc. All of our executive officers simultaneously serve in the same capacity with Charter Investment, Inc. XXXXXX X. XXXX, 00, President and Chief Executive Officer, and Director Xxxxxxx X. Xxxxxxx 59 Director Xxxx X. Xxxxx 54 Vice Chairman of the Board of Directors Xxxxxx X. Xxxxx 58 Director Xxxxxx X. Xxxxxxxx 63 Director XXXXXXX X. XXXXXXX, XX. has been the Chairman of the Board of the Company since its formation in March 1991. Xx. Xxxx co-founded Charter InvestmentsXxxxxxx is one of the founders of Stanwich Partners, Inc. ("Stanwich"), a Connecticut investment firm which acquires controlling interests in companies in conjunction with the existing operating management of such companies, and has been President, a director and a shareholder of that company since its formation in 1982. He is also President and director of Reunion Industries, Inc., a publicly held company which manufactures precision plastic products and provides engineered plastics services. Xx. Xxxxxxx also served as President and a director of CPS Holdings, Inc., the Company's former parent corporation, from August 1989 until its merger into the Company in 1993December 1995. He currently is a director of XxXxxxx-Xxxxxxx, Inc., Chatwins Group, Inc., Texon Energy Corp., General Housewares Corp., NAB Asset Corporation (38% of whose outstanding shares of voting stock are held by the Company), Zydeco Exploration, Inc., Sanitas, Inc. and Audits and Surveys Worldwide, all of which are publicly-held corporations or are required to file periodic reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Xx. Xxxxxxx is the father of Xxxxxxx X. Xxxxxxx, Xx. Xxxx was executive vice president and chief financial officer of Cencom Cable Associates, Inc. where he previously held other executive positions. Earlier he was with Xxxxxx Xxxxxxxx LLP, where he attained the position of tax manager. Xx. Xxxx, a certified public accountant, received a bachelors degree and a M.A. from Washington University. XXXXX XXXXXXX X. XXXXXXX, 41, Senior Vice XX. has been the President and a director of Operations -- Western Divisionthe Company since its formation in March 1991. Prior to joining Charter Investment, Inc. in 1995In January 1992, Xx. Xxxxxxx held various senior marketing was appointed Chief Executive Officer of the Company. From March 1991 until December 1995 he served as Vice President and operating roles during nine years at Comcast Cable Communicationsa director of CPS Holdings, Inc. He received From April 1989 to November 1990, he served as Chief Operating Officer of Xxxxxxx and Company, a B.A. from California State University, Fullerton, and an M.B.A. from National Universityprivate investment firm. XXXX XXX XXXXX, 44, Senior Vice President -- Marketing and Programming. Prior From September 1987 to joining Charter Investment, Inc. in 1995March 1989, Xx. Xxxxx Xxxxxxx, Jr. was active in the emerging business sector and formed Blake Investmentsan associate of The Xxxxxxx Group, Inc. in 1993. She has 18 years of experience with senior management responsibilities in marketing, sales, finance, systems, and general managementa private investment banking firm. Xx. Xxxxx received Xxxxxxx, Jr. is currently serving as a B.S. from the University director of Minnesota NAB Asset Corporation, Chatwins Group, Inc., Texon Energy Corporation, Xxxxxx Xxx Distributor, Inc., and an M.B.A. from the Harvard Business School. XXXX X. XXXXXXXXXX, 47, Senior Vice President -- Administration. From 1986 until joining Charter InvestmentCARS USA, Inc. in 1998Xxxxxxx X. Xxxxxxx, Xx. Xxxxxxxxxx served is his father. XXXXXXX X. XXXXXXX has been a director of the Company since its formation in various executive March 1991. Since 1981, he has been the President of Monmouth Capital Corp., an investment firm which specializes in management positions at Edison Brothers Stores, Inc. Earlier he held management and executive positions at Xxxxxxxxxx Xxxx. Xx. Xxxxxxxxxx holds bachelor's degrees from the University of Iowa and a master's degree from Northwestern University's Xxxxxxx Graduate School of Management. XXXXXX X. XXXXXXX, 50, Senior Vice President -- Advanced Technology Developmentbuyouts. Xx. Xxxxxxx joined Charter Investment, Inc. in 1994. Previously he served as a vice president of Cable Television Laboratories and as a regional director of engineering for Continental Cablevision. He is a graduate of Ranken Technical Institute and of Southern Illinois University. XXXX X. XXXXXXXX, 40, Senior Vice President and Chief Financial Officer. Prior to joining Charter Investment, Inc. in 1995, Xx. Xxxxxxxx was employed for 13 years by Xxxxxx Xxxxxxxx LLP, where he attained the position of senior tax manager. He has extensive experience in cable, real estate, and international tax issues. Xx. Xxxxxxxx has a B.S. from Illinois Wesleyan University and is a certified public accountant. XXXXX X. XXXXX, 43, Senior Vice President -- Treasurer. Prior to joining Charter Investment, Inc. in 1993, Xx. Xxxxx was controller and then treasurer of Cencom Cable Associates. He left Charter in 1994, to become chief financial officer of CableMaxx, Inc., and returned in 1996. Xx. Xxxxx received his bachelor's degree in accounting from the University of Missouri -- Columbia and his M.B.A. from Saint Louis University. XXXXX X. XXXXXX, 44, Senior Vice President of Operations -- Eastern Division. Prior to joining Charter Investment, Inc. in 1995, Xx. XxXxxx was associated with Crown Cable and its predecessor company, Cencom Cable Associates, Inc., from 1983 to 1994. Xx. XxXxxx has served as a director of the South Carolina Cable Television Association for the past ten years and is a member of the Southern Cable Association's Tower Club. 63 XXXX X. XXXXXX, 50, Senior Vice President -- Engineering. Prior to joining Charter Investment, Inc. in 1998, Xx. Xxxxxx was with Marcus Cable for 8 years, most recently serving as senior vice president and chief technical officer. Earlier he was in operations with Xxxx Xxxx Communications and Minnesota Utility Contracting. Xx. Xxxxxx attended the University of Wisconsin-Oshkosh. XXXXXXX X. XXXXXX, 41, Senior Vice President and Chief Information Officer. Prior to joining Charter Communications, Inc. in 1999, Xx. Xxxxxx was director, applied technologies of Xxx Communications for four years. Prior to that, he held technical and management positions during four years at Southwestern Xxxx and its subsidiaries. Xx. Xxxxxx attended Fort Xxxx State University. XXXXXX X. XXXXXX, 47, Executive Vice President, Assistant to the President. Prior to joining Charter Investment, Inc. in 1998, Xx. Xxxxxx was managing partner of the St. Louis office of Ernst & Young LLP, where he was a partner for 14 of 24 years. He served as one of 10 members of the firm's National Tax Committee. Xx. Xxxxxx earned a B.S. degree from Saint Louis University. XXXXXX X. XXXX, 51, Senior Vice President, General Counsel and Secretary. Prior to joining Charter Investment, Inc. in 1997, Xx. Xxxx served as corporate counsel to NYNEX since 1988. He has over 25 years of experience as a corporate lawyer, specializing in mergers and acquisitions, joint ventures, public offerings, financings, and federal securities and antitrust law. Xx. Xxxx received a B.A. from Trinity College and a X.X. from Columbia University School of Law. XXXXXXX X. XXXXX, 40, Senior Vice President -- Corporate Development and Technology. From 1983 until joining Charter Investment, Inc. in 1995, Xx. Xxxxx served in various management positions at U.S. Computer Services, Inc. He is a member of serves on the board of directors of High Speed Access Corp.Atlantic City Racing Association, a publicly-held corporation, which owns and operates a race track. XXXX X. XXXXX has been a director of the Company since November 1993 and its Vice Chairman since January 1996. He was a co-founder of Stanwich in 1982 and has been a director, vice president and shareholder of that company since its formation. Xx. Xxxxx is a director of Reunion Industries, Inc., Sanitas, Inc., Chatwins Group, Inc., and XxXxxxx-Xxxxxxx, Inc. Xx. Xxxxx served as a director and Vice President of CPS Holdings, Inc. from 1993 to 1995. XXXXXX X. XXXXX has been a director of the Company since April 1995. He has been the Chairman and Chief Executive Officer of Xxxxx Capital Management, Inc. since 1984. He is also a director of New York Bancorp, Arrhythmia Research Technology, Inc. and the National Football Foundation and Hall of Fame. Xx. Xxxxx also serves on the Board of Overseers of Rutgers University and was formerly a partner in Bear Xxxxxxx & Co. XXXXXX X. XXXXXXXX has been a director of the Company since April 1995. He has been self-employed as an investor since 1988. His previous experience includes 33 years at Xxxxxxx Xxxxx & Co. in various capacities including heading Xxxxxxx Xxxxx'x investment banking, capital markets and merchant banking activities. In addition, he served as Xxxxxxx Xxxxx & Co.'s Chief Financial Officer. He is also a director of Titanium Industries, Eonyx Corporation and Wyoming Properties. The Company's directors, certain officers, and persons holding more than ten percent of the Company's common stock are required to report, within certain periods, their initial ownership of and any subsequent transactions in any of the Company's equity securities. Based solely upon reports furnished to the Company and written representations and information provided to the Company by the persons required to make such filings, all such individuals have satisfied such filing requirements in full, except that Xxxxxx Xxxxx, a director, in October 1996 filed late two reports (each relating to one transaction); Xxxxxx Xxxxxx, then an officer and Xxxxxxx Xxxxxxx, an officer, each filed late one report (each report relating to one transaction); and Xxxx Xxxxxxxx and Xxxxx Xxxxx, officers, each filed late their initial reports. All transactions and holdings of which the Company has knowledge have now been reported. ITEM 11. EXECUTIVE COMPENSATION‌ The following table sets forth all cash compensation earned during (i) the fiscal year ended December 31, 1996, (ii) the nine-month period ended December 31, 1995, and (iii) the fiscal year ended March 30, 1995, by the Company's Chief Executive Officer and by its four most highly compensated other executive officers (the "named executive officers") who were serving as executive officers at December 31, 1996. Information is presented for those specified periods, rather than for three full years, because the Company in 1995 changed the end of its fiscal year from March 31 to December 31. Compensation for Long Term period shown Compensation Awards - --------------------------------------------------------------------------------------------------------- Name and Principal Position Period Ended Salary Bonus(1) Options/SARs(2) - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXX, XX. December 1996 381,250 72,500 200,000 Chief Executive Officer December 1995 237,500 217,500 8,400 March 1995 250,000 225,000 150,000 - --------------------------------------------------------------------------------------------------------- XXXXXXXX X. XXXXXXXX December 1996 117,039 12,500 12,600 Senior Vice President, Asset Recovery December 1995 80,372 33,750 0 March 1995 99,226 46,636 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXXXXX, XX. December 1996 117,039 13,500 5,000 Senior Vice President, Systems December 1995 80,372 33,750 7,600 March 1995 99,226 49,612 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXXX X. XXXXX December 1996 154,938 16,250 5,000 Senior Vice President, Finance December 1995 91,903 48,750 7,600 March 1995 104,834 52,416 32,000 - --------------------------------------------------------------------------------------------------------- XXXXXX X. XXXXXX December 1996 124,500 15,000 75,000 Senior Vice President, Marketing December 1995 81,000 41,250 47,600 March 1995 51,080 10,000 50,000 - --------------------------------------------------------------------------------------------------------- (1) Bonus for each period is the bonus paid to date with respect to that period. Bonus compensation paid in May 1996 was awarded based on performance in the twelve-month period ended March 1996, and is therefore allocated 25% to the year ended December 1996 and 75% to the nine-month period ended December 1995. The Company expects to pay bonus compensation in May 1997 with respect to the nine-month period ended December 1996. The amount of such compensation cannot be determined as of the date of this report, and is, (2) Number of shares that may be purchased upon exercise of options that were granted in the period shown. OPTION AND SAR GRANTS The following table sets forth all options granted to executive officers by the Company during the year ended December 31, 1996. All such options were granted under the 1991 Stock Option Plan. No stock appreciation rights (SARs) were granted by the Company during the year ended December 31, 1996. All options were for the purchase of shares of the Common Stock. Options Granted Exercise Potential Realizable Value to Employees in or at Assumed Annual Rates Options Granted Year Ended Base Price Expiration of Stock Price Name (No. of Shares) December 31, 1996 ($/Share) Date Appreciation for Option Term 5% 10% OPTION GRANTS IN LAST FISCAL YEAR - INDIVIDUAL GRANTS - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 200,000 39.0% $8.875 March 31, 2006 $1,109,340 $2,807,304 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 12,600 2.5% 8.875 March 31, 2006 69,888 176,860 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 5,000 1.0% 8.875 March 31, 2006 27,733 70,183 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 75,000 14.6% 8.875 March 31, 2006 416,002 1,052,739 - ----------------------------------------------------------------------------------------------------------------------------- AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUE TABLE The following table sets forth, as of December 31, 1996, the number of unexercised options held by each executive officer named in the preceding table, the number of shares subject to then exercisable and unexercisable options held by such persons and the December 31, 1996 value of all unexercised options held by such persons. Each option referred to in the table was granted under the Company's 1991 Stock Option Plan at an option price per share equal to the fair market value per share on the date of grant. Number of Number of Unexercised Value of Unexercised Name Shares Value Options at In-the-Money Acquired on Realized December 31, 1996 Options at December 31, 1996(1) Exercise Exercisable/Unexercisable Exercisable/Unexercisable - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. 70,000 $677,950 249,040/131,200 $821,805/$755,050 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxxx X. Xxxxxxxx 54,000 467,500 18,200/81,400 159,250/533,025 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxxxxx, Xx. 40,000 265,000 31,200/81,400 273,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxxx X. Xxxxx 20,000 140,000 52,200/81,400 455,000/516,875 - ----------------------------------------------------------------------------------------------------------------------------- Xxxxxx X. Xxxxxx 20,000 110,250 9,300/143,300 37,200/470,075 - ----------------------------------------------------------------------------------------------------------------------------- (1) Valuation is based on the last sales price on December 31, 1996 of $11.25 per share, as reported by Nasdaq.