Payments And Benefits Payable Per The Employment Agreement. Provided I am not terminated for breach of the terms of this Agreement or of my Employment Agreement prior thereto, I shall remain employed by Charter pursuant to the terms of my Employment Agreement through the Termination Date, I shall receive salary at my current annual rate of $525,000.00 in bi-weekly installments as such installments are normally paid to senior executives (with all salary installments due but not paid prior to my execution of this Agreement to be paid on the first payday after all conditions in Section 15(g) of the Employment Agreement are satisfied); I shall continue to receive all benefits, without interruption, including, without limitation, health insurance; and I shall continue to participate in all medical and child-care flex spending accounts I have previously selected, all through the Termination Date. In addition, in exchange for my execution and delivery of this Agreement, specifically including the effectiveness of the release set forth in section "b" hereof (and the failure to revoke same within seven (7) days after I sign and deliver it), the Company will provide me with the following payments and benefits in satisfaction of the requirements of Section 15(b) of the Employment Agreement and any other claim I may hold against Charter or its employees: (i) An amount equal to two times (a) my current base salary, calculated at the current annual rate of $525,000.00 per annum, and (b) my annual target bonus of $393,750, from the date my employment is terminated through July 31, 2012 (the "Separation Term"); provided that, the total of such payment shall not exceed, in the aggregate, the gross amount of $1,837,500.00, which total amount shall be payable following the Termination Date in fifty-two (52) equal bi-weekly installments in accordance with the Company's normal payroll practices; (ii) All reasonable expenses I have incurred in the pursuit of my duties under the Employment Agreement through the Termination Date which are payable under and in accordance with the Employment Agreement, which amount will be paid within thirty (30) days after the submission by me of properly completed reimbursement requests on the Company’s standard forms; (iii) A lump sum payment (net after deduction of taxes and other required withholdings) equal to twenty-four (24) times the monthly cost, at the time my employment is terminated of$936.96, for me to receive under COBRA the paid coverage for health, dental and vision benefits then being provided for me and my family at the Company's cost at the time my employment is terminated, the total amount of such payment shall not exceed, in the aggregate, the gross amount of $22,487.04. This amount will be paid to me within thirty (30) days of the time the payment in section (a)(i) above begins. I understand that I must make an election under COBRA in order to have my benefits continue, and that I will pay any respective premiums as required by such coverage; (iv) A lump sum payment (net after deduction of taxes and other required withholdings) equal to my aggregate target bonuses under the Cash Incentive Program pursuant to the Company's Value Creation Plan in the amount of $2,250,000, payable in accordance with the applicable terms and conditions of such Cash Incentive Program and Value Creation Plan, within thirty (30) days of the time the payment in section (a)(i) begins; (v) To the extent authorized and permitted by the terms of the applicable plan, any performance cash, restricted cash or restricted stock awards shall vest, as called for under such applicable plan, in accordance with the schedule attached hereto as Schedule A; (vi) The Company will provide, at its expense, the full cost of up to twelve (12) months, to the extent necessary, of executive-level out-placement services (which provides as part of the outplacement the use of an office and secretarial support as near as reasonably practicable to my residence) from August 1, 2010 through July 31, 2011. The costs of out-placement services are to be submitted to the Company and will be paid directly to the vendor by the Company; and (vii) A cash payout of any remaining hours of accrued and unused vacation calculated as of July 31, 2010 at my rate of base salary in effect as of July 31, 2010, payable in accordance with the applicable vacation program, within thirty (30) days of the time the payment in section (a)(i) begins. These payments and benefits will be paid and/or provided as and when called for by the Employment Agreement, unless otherwise provided in this Agreement, after all conditions to the effectiveness of this Agreement and the releases called for by this Agreement have been satisfied. The right to retain the same shall be subject to compliance with this Agreement and the terms of the Employment Agreement. In the event I die before all payments and amounts due to me hereunder are paid, any remaining payments will be made to my spouse, if he survives me and, if not, then to my estate.
Appears in 1 contract
Samples: Separation Agreement (Charter Communications, Inc. /Mo/)
Payments And Benefits Payable Per The Employment Agreement. Provided I am not terminated for breach of the terms of this Agreement agreement or of my Employment Agreement prior thereto, I shall remain employed by Charter pursuant to the terms of my Employment Agreement through the Termination Date, I shall receive salary at my current annual rate of $525,000.00 515,000 in bi-weekly installments as such installments are normally paid to senior executives (with all salary installments due but not paid prior to my execution of this Agreement to be paid on the first payday after all conditions in Section 15(g) of the Employment Agreement are satisfied); I shall continue to receive all benefits, without interruption, including, without limitation, health insurance; and I shall continue to participate in all medical and child-child care flex spending accounts I have previously selected, all through the Termination Date. In addition, in exchange for my execution and delivery of this Agreement, specifically including the effectiveness of the release set forth in section "“b" ” hereof (and the failure to revoke same within seven (7) days after I sign and deliver it), the Company will provide me with the following payments and benefits in satisfaction of the requirements of Section 15(b) of the Employment Agreement and any other claim I may hold against Charter or its employees:
(i) An amount equal The base salary that would have been paid to two times (a) my current base salaryme, calculated at the current annual rate of $525,000.00 515,000 per annum, and (b) my annual annum plus target bonus of $393,750bonus, from the date my employment is terminated through July 31April 4, 2012 2010 (the "“Separation Term"”); provided that, that the total of all such payment payments shall not exceed, in the aggregate, the gross amount of $1,837,500.001,751,000. Subject to the provisions of Section 15(g) of the Employment Agreement, which total this amount shall (the “Separation Payment”) will be payable following paid over the Termination Date Separation Term in fifty-two (52) equal bi-weekly installments in accordance on the Company’s regular pay days for executives, commencing with the Company's normal payroll practicesfirst payday after all conditions in Section 15(g) of the Employment Agreement are satisfied; provided that, in order to avoid the tax consequences of Section 409A of the Internal Revenue Code of 1986 (the “Code”), the first payment shall cover all payments scheduled to be made to me in the bi-weekly payments that would have been made to me for the period (the “Initial Payment Period”) beginning on April 5, 2008 and ending on the six (6) month anniversary of the date I have a separation from service for purposes of Code Section 409A, and the first such payment shall be delayed until the day after the end of the Initial Payment Period; and provided further that if a Change of Control (as defined within Section 1(f) of the Employment Agreement) occurs during the twenty-four (24) month Separation Term the Company shall immediately pay upon any such Change in Control all amounts remaining payable to me as part of the Separation Payment in the form of a lump sum payment;
(ii) All reasonable expenses I have incurred in the pursuit of my duties under the Employment Agreement through the Termination Date which are payable under and in accordance with the Employment Agreement, which amount will be paid within thirty (30) days after the submission by me of properly completed reimbursement requests on the Company’s standard forms;
(iii) A lump sum payment (net after deduction of taxes and other required withholdings) equal to (a) twenty-four (24) times the monthly cost, at the time my employment is terminated of$936.96terminated, for me to receive under COBRA the paid coverage for health, dental and vision benefits then being provided for me and my family at the Company's ’s cost at the time my employment is terminatedterminated and (b) ten (10) days salary in lieu of a full thirty-day notice of termination per Section 14(b) of the Employment Agreement, the total amount of such payment shall not exceed, in the aggregate, the gross amount of $22,487.04. This amount will be paid to me within thirty (30) days on the day after the last day of the time the payment in section (a)(i) above begins. I understand that I must make an election under COBRA in order to have my benefits continueInitial Payment Period, and that I will pay any respective premiums as required by such coveragenot take into account future increases in costs during the applicable time period;
(iv) A lump sum payment (net after deduction of taxes and other required withholdings) equal to my aggregate target bonuses under the Cash Incentive Program pursuant to the Company's Value Creation Plan in the amount of $2,250,000, payable in accordance with the applicable terms and conditions of such Cash Incentive Program and Value Creation Plan, within thirty (30) days of the time the payment in section (a)(i) begins;
(viii) To the extent authorized and permitted by the terms of the applicable plan, any performance cashstock options previously awarded to me will continue to vest, restricted cash or any restricted stock awards previously awarded to me shall have their restrictions lapse and any performance shares shall continue to vest, as called for under such applicable planplan for the Separation Term, in accordance with the schedule attached hereto as Schedule A;A. This Separation Term qualifies, in the case of a payment under Section 15(b) of the Employment Agreement, as the period of time during which I am receiving severance for purposes of Section 5.4 of the Charter Communications, Inc 2001 Stock Incentive Plan, as amended, and any applicable stock option, restricted stock agreement or performance unit/share agreement signed pursuant to a grant under such plan (and the payment specified in Section 15(b) of the Employment Agreement qualifies as “severance” for purposes of Section 5.4 of the Charter Communications, Inc. 2001 Stock Incentive Plan). Notwithstanding the foregoing, no stock option shall remain exercisable beyond the latest date on which the term of the stock option could be extended without causing the stock option to be treated as deferred compensation subject to Section 409A of the Internal Revenue Code; and
(viiv) The Company will provide, at its expense, the full cost of up to twelve (12) months, to the extent necessary, of executive-level out-placement services (which provides that provides, as part of the outplacement services, the use of an office and secretarial support as near as reasonably practicable to my residence) from August 1, 2010 through July 31, 2011. The costs of out-placement services are to be submitted to the Company and will be paid directly to the vendor by the Company; and
(vii) A cash payout of any remaining hours of accrued and unused vacation calculated as of July 31, 2010 at my rate of base salary in effect as of July 31, 2010, payable in accordance with the applicable vacation program, within thirty (30) days of the time the payment in section (a)(i) begins. These payments and benefits will be paid and/or provided as and when called for by the Employment Agreement, unless otherwise provided in this Agreement, Agreement after all conditions to the effectiveness of this Agreement and the releases called for by this Agreement have been satisfied. The right to retain the same shall be subject to compliance with this Agreement and the terms of the Employment Agreement. In the event I die before all payments and amounts due to me hereunder are paid, any remaining payments will be made to my spouse, if he she survives me and, if not, then to my estate. I acknowledge I have received my wages per the terms of my Employment Agreement for all time worked through and ending April 4, 2008, and I will receive a cash payout of 12.22 hours of accrued and unused vacation calculated as of April 4, 2008 at my rate of base salary in effect as of April 4, 2008.
Appears in 1 contract
Samples: Separation Agreement (Charter Communications Inc /Mo/)
Payments And Benefits Payable Per The Employment Agreement. Provided I am not terminated for breach of the terms of this Agreement or of my Employment Agreement prior thereto, I shall remain employed by Charter pursuant to the terms of my Employment Agreement through the Termination Date, I shall receive salary at my current annual rate of $525,000.00 486,757.89 in bi-weekly installments as such installments are normally paid to senior executives (with all salary installments due but not paid prior to my execution of this Agreement to be paid on the first payday after all conditions in Section 15(g) of the Employment Agreement are satisfied); I shall continue to receive all benefits, without interruption, including, without limitation, health insurance; and I shall continue to participate in all medical and child-care flex spending accounts I have previously selected, all through the Termination Date. I may elect COBRA, if I choose to participate, and this Agreement does not constitute my election for COBRA. As of December 15, 2009, I will cease to make contributions to the Charter PAC. In addition, in exchange for my execution and delivery of this Agreement, specifically including the effectiveness of the release set forth in section "“b" ” hereof (and the failure to revoke same within seven (7) days after I sign and deliver it), the Company will provide me with the following payments and benefits as set forth herein in satisfaction of the requirements of Section 15(b) of the Employment Agreement and any other claim I may hold against Charter or its employees:
(i) An amount equal to two times (a) my current base salary, calculated at the current annual rate of $525,000.00 486,757.89 per annum, and (b) my annual target bonus of $393,750365,068.42, payable in equal installments bi-weekly from the date my employment is terminated through July 31December 15, 2012 2011 (the "“Separation Term"); provided that, the total of such payment payments shall be but shall not exceed, in the aggregate, the gross amount of $1,837,500.001,703,652.62; provided further that, without conceding the applicability of Section 409A of the Internal Revenue Code of 1986 (the “Code”), in order to avoid any tax consequences of Section 409A, the first payment, totaling $425,913.15 for severance due prior to that date which total amount shall be payable following in addition to the Termination Date in fifty-two payments due under Paragraphs (52a)(iii), (a)(iv) equal bi-weekly installments in accordance with and (a)(vi) hereof, shall be made to me on June 16, 2010 for the Company's normal payroll practicesperiod (the “Initial Payment Period”) beginning on December 16, 2009 and ending on the six (6) month anniversary of the date I have a separation from service for purposes of Code Section 409A;
(ii) All reasonable expenses I have incurred To the extent not previously paid, a lump sum bonus payment for the period from January 1, 2009 through June 30, 2009 in the pursuit amount of my duties $182,534, under the Employment Agreement through terms of the Termination Date which are payable under and in accordance with the Employment Agreement, which amount will be paid within thirty (30) days after the submission by me of properly completed reimbursement requests on the Company’s standard forms2009 Executive Bonus Plan;
(iii) A lump sum payment (net after deduction of taxes and other required withholdings) equal to $16,702.56 (or twenty-four (24) times the monthly cost, at the time my employment is terminated of$936.96, terminated) for me to receive receive, at my option under COBRA COBRA, the paid coverage for health, dental and vision benefits then being provided for me and my family at the Company's ’s cost at the time my employment is terminated, the total amount of such payment shall not exceed, in the aggregate, the gross amount of $22,487.04. This amount will be paid to me within thirty (30) days of the time the payment in section (a)(i) above begins. I understand that I must make an election under COBRA in order to have my benefits continueon June 16, 2010, and that I such payment will pay any respective premiums as required by such coveragenot take into account future increases in costs during the applicable time period;
(iv) A lump sum payment (net after deduction of taxes and other required withholdings) equal to my aggregate target bonuses under the Cash Incentive Program pursuant to the Company's Value Creation Plan in the amount of $2,250,000, payable in accordance with the applicable terms and conditions of such Cash Incentive Program and Value Creation Plan, within thirty (30) days of the time the payment in section (a)(i) begins;
(v) To the extent authorized and permitted by the terms of the applicable plan, any performance cash, restricted cash or restricted stock cash awards shall vestcontinue to vest and be paid, with the first such payment to be paid on June 16, 2010 and the remaining payment to be paid as called for under such applicable planplan for and during the Separation Term, in accordance with the schedule attached hereto as Schedule A;
(viv) The Company will provide, at its expense, the full cost of up to twelve (12) months, to the extent necessary, of executive-level out-placement services. These services (which provides as part of the outplacement the use of an office and secretarial support as near as reasonably practicable to my residence) from August 1, 2010 will continue through July 31, 2011. The costs of out-placement services are to be submitted to the Company and will be paid directly to the vendor by the Company2010; and
(viivi) A cash payout of $37,441.60 for any remaining hours of accrued and unused vacation calculated as of July 31December 15, 2010 2009 at my rate of base salary in effect as of July 31December 15, 2009, to be paid on June 16, 2010, payable in accordance with the applicable vacation program, within thirty (30) days of the time the payment in section (a)(i) begins. These payments and benefits will be paid and/or provided as and when called for by the Employment Agreement, unless otherwise provided in this Agreement, after all conditions to the effectiveness of this Agreement and the releases called for by this Agreement have been satisfied. The right to retain the same shall be subject to compliance with this Agreement and the terms of the Employment Agreement. In the event I die before all payments and amounts due to me hereunder are paid, any remaining payments will be made to my spouse, if he she survives me and, if not, then to my estate. I acknowledge I have received full payment under the Company's Executive Cash Award Plan ("ECAP") and the Company hereby waives any, and acknowledges that there is no applicable repayment provision pursuant to the payment agreement which I executed to receive the payments under the ECAP. I also acknowledge I have received full payment of my RVP Bonus and am not entitled to any further payments under the Company's Value Creation Plan and the Company acknowledges that there is no repayment provision with respect to the RVP Bonus.
Appears in 1 contract
Samples: Separation Agreement (Charter Communications, Inc. /Mo/)
Payments And Benefits Payable Per The Employment Agreement. Provided I am not terminated for breach of the terms of this Agreement or of my Employment Agreement prior thereto, I shall remain employed by Charter pursuant to the terms of my Employment Agreement through the Termination Date, I shall receive salary at my current annual rate of $525,000.00 650,000 in bi-weekly installments as such installments are normally paid to senior executives (with all salary installments due but not paid prior to my execution of this Agreement to be paid on the first payday after all conditions in Section 15(g) of the Employment Agreement are satisfied); I shall continue to receive all benefits, without interruption, including, without limitation, health insurance; and I shall continue to participate in all medical and child-care flex spending accounts I have previously selected, all through the Termination Date. In addition, in exchange for my execution and delivery of this Agreement, specifically including the effectiveness of the release set forth in section "b" hereof (and the failure to revoke the same within seven (7) days after I sign and deliver it), the Company will provide me with the following payments and benefits in satisfaction of the requirements of Section 15(b) of the Employment Agreement and any other claim I may hold against Charter or its employees:
(i) An amount equal to two times (a) my current the base salarysalary of $583,425 that I would have received in 2011, calculated at the current based on an annual rate of $525,000.00 650,000 per annumannum through May 2, 2011 and an annual rate of $550,000 per annum from May 3, 2011 through the remainder of the year, and (b) my annual target bonus of $393,750546,199, from the date my employment is terminated through July 31March 25, 2012 2013 (the "Separation Term"); provided that, the total of such payment shall not exceed, in the aggregate, the gross amount of $1,837,500.002,259,246, which total amount shall be payable following the Termination Date in fifty-two (52) equal bi-weekly installments in accordance with the Company's normal payroll practices;
(ii) All reasonable expenses I have incurred in the pursuit of my duties under the Employment Agreement through the Termination Date which are payable under and in accordance with the Employment Agreement, which amount will be paid within thirty (30) days after the submission by me of properly completed reimbursement requests on the Company’s standard forms;
(iii) A lump sum payment (net after deduction of taxes and other required withholdings) equal to twenty-four (24) times the monthly cost, at the time my employment is terminated of$936.96of $951.89, for me to receive under COBRA the paid coverage for health, dental and vision benefits then being provided for me and my family at the Company's cost at the time my employment is terminated, the total amount of such payment shall not exceed, in the aggregate, the gross net amount of $22,487.0422,845.36. This amount will be paid to me within thirty (30) days of the time the payment in section (a)(i) above beginsbegins and will be grossed up for tax purposes at the time of payment. I understand that I must make an election under COBRA in order to have my benefits continue, and that I will pay any respective premiums as required by such coverage;
(iv) Restricted stock awards representing 25,455 shares of Class A common stock of the Company for the emergence grant of restricted stock effective December 1, 2009 shall vest on November 30, 2011, and restricted stock awards representing 12,410 shares of Class A common stock of the Company for the special award of restricted stock effective February 23, 2010 shall vest on February 23, 2012;
(v) The pro rata portion of the 25,000 options that would have otherwise vested on March 1, 2012 equal to 1,644 (24 days of vesting/365 days in a year times 25,000) options shall vest and become exercisable pursuant to the terms of the Plan and the applicable award agreement;
(vi) A lump sum payment (net after subject to deduction of taxes and other required withholdings) equal to my aggregate target bonuses under the Cash Incentive Program pursuant to the Company's Value Creation Plan in the amount of $2,250,0001,300,000, payable in accordance with the applicable terms and conditions of such Cash Incentive Program and Value Creation Plan, within thirty (30) days of the time the payment in section (a)(i) begins;
(v) To the extent authorized and permitted by the terms of the applicable plan, any performance cash, restricted cash or restricted stock awards shall vest, as called for under such applicable plan, in accordance with the schedule attached hereto as Schedule A;
(vivii) The Company will provide, at its expense, the full cost of up to twelve (12) months, to the extent necessary, of executive-level out-placement services (which provides as part of the outplacement the use of an office and secretarial support as near as reasonably practicable to my residence) from August 1, 2010 through July 31, 2011during the Separation Term. The costs of out-placement services are to be submitted to the Company and will be paid directly to the vendor by the Company; and
(viiviii) A cash payout of any remaining hours of accrued and unused vacation calculated as of July 31, 2010 the Termination Date at my rate of base salary in effect as of July 31, 2010the Termination Date, payable in accordance with the applicable vacation program, within thirty (30) days of the time the payment in section (a)(i) begins. These payments and benefits will be paid and/or provided as and when called for by the Employment Agreement, unless otherwise provided in this Agreement, after all conditions to the effectiveness of this Agreement and the releases called for by this Agreement have been satisfied. The right to retain the same shall be subject to compliance with this Agreement and the terms of the Employment Agreement. In the event I die before all payments and amounts due to me hereunder are paid, any remaining payments will be made to my spouse, if he she survives me and, if not, then to my estate.
Appears in 1 contract
Samples: Separation Agreement (Charter Communications, Inc. /Mo/)
Payments And Benefits Payable Per The Employment Agreement. Provided I am not terminated for breach of the terms of this Agreement or of my Employment Agreement prior thereto, I shall remain employed by Charter pursuant to the terms of my Employment Agreement through the Termination Date, and I shall receive salary at my current annual rate of $525,000.00 386,250 in bi-weekly installments as such installments are normally paid to senior executives (with all salary installments due but not paid prior to my execution of this Agreement to be paid on the first payday after all conditions in Section 15(g) of the Employment Agreement are satisfied); I shall continue to receive all benefits, without interruption, including, without limitation, health insurance; and I shall continue to participate in all medical and child-care flex spending accounts I have previously selected, all through the Termination Date. In addition, in exchange for my execution and delivery of this Agreement, specifically including the effectiveness of the release set forth in section "b" hereof (and the failure to revoke the same within seven (7) days after I sign and deliver it), the Company will provide me with the following payments and benefits in satisfaction of the requirements of Section 15(b) of the Employment Agreement and any other claim I may hold against Charter or its employees:
(i) An amount equal to two one times (a) my current base salary, calculated at the current annual rate of $525,000.00 386,250.00 per annum, and (b) my annual target bonus of $393,750251,063.00, from the date my employment is terminated through July 31August 3, 2012 2013 (the "Separation Term"); provided that, the total of such payment shall not exceed, in the aggregate, the gross amount of $1,837,500.00637,313.00, which total amount shall be payable following the Termination Date in fiftytwenty-two six (5226) equal bi-weekly installments in accordance with the Company's normal payroll practices;
(ii) All reasonable expenses I have incurred in the pursuit of my duties under the Employment Agreement through the Termination Date which are payable under and in accordance with the Employment Agreement, which amount will be paid within thirty (30) days after the submission by me of properly completed reimbursement requests on the Company’s 's standard forms;
(iii) A lump sum payment (net after deduction of taxes and other required withholdings) equal to twenty-four twelve (2412) times the monthly cost, at the time my employment is terminated of$936.96of $970.35, for me to receive under COBRA the paid coverage for health, dental and vision benefits then being provided for me and my family at the Company's cost at the time my employment is terminated, the total amount of such payment shall not exceed, in the aggregate, the gross net amount of $22,487.0411,644.16. This amount will be paid to me within thirty (30) days of the time the payment in section (a)(i) above beginsbegins and will be grossed up for tax purposes at the time of payment. I understand that I must make an election under COBRA in order to have my benefits continue, and that I will pay any respective premiums as required by such coverage;
(iv) Restricted stock awards representing 10,182 shares of Class A lump sum payment (net after deduction of taxes and other required withholdings) equal to my aggregate target bonuses under the Cash Incentive Program pursuant to the Company's Value Creation Plan in the amount of $2,250,000, payable in accordance with the applicable terms and conditions of such Cash Incentive Program and Value Creation Plan, within thirty (30) days common stock of the time Company for the payment in section (a)(i) beginsemergence grant of restricted stock effective December 1, 2009 shall vest on November 30, 2012;
(v) To The pro rata portion of the extent authorized unvested 15,000 options to purchase Class A common stock of the Company granted in July 2010 equal to 3,164 options shall vest and permitted by become exercisable pursuant to the terms of the 2009 Stock Incentive Plan (“Plan”) and the applicable plan, any performance cash, restricted cash or restricted stock awards shall vest, as called for under such applicable plan, in accordance with the schedule attached hereto as Schedule Aaward agreement;
(vi) A pro rata portion of the Tranche 1 and Tranche 2 unvested, time-vesting options to purchase Class A common stock of the Company granted in April 2011 equal to 882 Tranche 1 options and 1,923 Tranche 2 options shall vest and become exercisable pursuant to the terms of the Plan and the applicable award agreement;
(vii) A pro rata portion of the Tranche 1 and Tranche 2 unvested, price-vesting options to purchase Class A common stock of the Company granted in April 2011 equal to 6,427 Tranche 1 options and 4,487 Tranche 2 options will remain eligible for vesting based on the price hurdles (Tranche 1 divided equally between $80 and $100 price hurdles, and Tranche 2 divided equally among $60, $80, and $100 price hurdles) pursuant to the terms of the Plan and the applicable award agreement;
(viii) A pro rata portion of the unvested amount of Restricted Stock Units (“RSUs”) granted in December 2011 equal to 634 RSUs shall vest on the Termination Date;
(ix) The Company will provide, at its expense, the full cost of up to twelve (12) months, to the extent necessary, of executive-level out-placement services (which provides as part of the outplacement the use of an office and secretarial support as near as reasonably practicable to my residence) from August 1, 2010 through July 31, 2011during the Separation Term. The costs of out-placement services are to be submitted to the Company and will be paid directly to the vendor by the Company; and
(viix) A cash payout of any remaining hours of accrued and unused vacation calculated as of July 31, 2010 the Termination Date at my rate of base salary in effect as of July 31, 2010the Termination Date, payable in accordance with the applicable vacation program, within thirty (30) days of the time the payment in section (a)(i) begins. All vested options to purchase Class A common stock of the Company are exercisable by me in accordance with the Plan and the applicable award agreements at prices set forth therein. These payments and benefits will be paid and/or provided as and when called for by the Employment Agreement, unless otherwise provided in this Agreement, after all conditions to the effectiveness of this Agreement and the releases called for by this Agreement have been satisfied. The right to retain the same shall be subject to compliance with this Agreement and the terms of the Employment Agreement. In the event I die before all payments and amounts due to me hereunder are paid, any remaining payments will be made to my spouse, if he she survives me and, if not, then to my estate.
Appears in 1 contract
Samples: Separation Agreement (Charter Communications, Inc. /Mo/)
Payments And Benefits Payable Per The Employment Agreement. Provided I am not terminated In exchange for breach of the terms of this Agreement or of my Employment Agreement prior theretoAgreement, I shall remain employed by Charter pursuant to the terms of my Employment Agreement through the Termination Date, I shall receive salary at my current annual rate of $525,000.00 in bi-weekly installments as such installments are normally paid to senior executives (with all salary installments due but not paid prior and subject to my execution of this Agreement to be paid on the first payday after all conditions in Section 15(g) of the Employment Agreement are satisfied); I shall continue to receive all benefits, without interruption, including, without limitation, health insurance; and I shall continue to participate in all medical and child-care flex spending accounts I have previously selected, all through the Termination Date. In addition, in exchange for my execution and delivery of this Agreement, specifically including the effectiveness of the release set forth in section "b" hereof (and the failure to revoke the same within seven (7) days after I sign and deliver it), the Company will provide me with the following payments and benefits in satisfaction of the requirements of called for by Section 15(b) 5.5.1 of the Employment Agreement and any other claim I may hold against Charter or its employeesAgreement, which consist of the following:
(i) An I will receive the amount equal of base salary that would have been paid to two times (a) my current base salaryme, calculated at the current annual rate of $525,000.00 per annum, and (b) my annual target bonus of $393,750450,000, from the date my employment is terminated through July 31until and ending September 30, 2012 2007 (the "“Separation Term"”); provided that, that the total of all such payment payments shall not exceed, in the aggregate, the gross amount of $1,837,500.00693,000. Subject to the provisions of Section 5.6 of the Employment Agreement, which total this amount (the “Separation Payment”) will be paid over the remainder of the Separation Term in equal bi weekly installments on the Company’s regular pay days for executives, commencing with the first payday after all conditions in Section 5.6 of the Employment Agreement are satisfied; provided that, in order to avoid the tax consequences of Section 409A of the Internal Revenue Code of 1986 (the “Code”), the first payment shall cover all payments scheduled to be made to me in the bi weekly payments that would have been made to me for the period (the “Initial Payment Period”) beginning on March 23, 2006 and ending on the six (6) month anniversary of the date I have a separation from service for purposes of Code Section 409A, and the first such payment shall be payable following delayed until the Termination Date in fifty-two (52) equal bi-weekly installments in accordance with day after the Company's normal payroll practicesend of the Initial Payment Period;
(ii) All reasonable expenses I have incurred in the pursuit The amount of my duties incentive compensation for 2006 (prorated for the period from the beginning of the year in question until the effective date of termination) if and to the extent a bonus otherwise is payable under the Employment Agreement through terms of the Termination Date which are payable under and in accordance with applicable incentive bonus plan as determined by the Employment AgreementBoard, which based upon results for the entire year. This amount will be paid within thirty payable no later than April 1, 2007 (30) days and in no event earlier than the first day after the submission by me six month anniversary of properly completed reimbursement requests on the Company’s standard formsdate my employment with Charter terminated). The Board shall determine the amount of any such bonus and/or the extent to which any such bonus has been earned under the plan, in its sole discretion, considering results for the entire year and not just the period of my employment;
(iii) A lump sum payment (net after deduction of taxes and other required withholdings) equal to twenty-four the product of (24x) eighteen (18) times (y) the monthly cost, at the time my employment is terminated of$936.96terminated, for me to receive under COBRA the paid coverage for health, dental and vision benefits then being provided for me and my family at the Company's ’s cost at the time my employment is terminated, the total amount of such payment shall not exceed, in the aggregate, the gross amount of $22,487.04. This amount will be paid to me within thirty (30) days on the day after the last day of the time the payment in section (a)(i) above begins. I understand that I must make an election under COBRA in order to have my benefits continueInitial Payment Period, and that I will pay any respective premiums as required by such coverage;
(iv) A lump sum payment (net after deduction of taxes and other required withholdings) equal to my aggregate target bonuses under the Cash Incentive Program pursuant to the Company's Value Creation Plan not take into account future increases in the amount of $2,250,000, payable in accordance with costs during the applicable terms and conditions of such Cash Incentive Program and Value Creation Plan, within thirty (30) days of the time the payment in section (a)(i) beginsperiod;
(v) To the extent authorized and permitted by the terms of the applicable plan, any performance cashstock options and restricted stock previously awarded to me will continue to vest under such plan for the remainder of the Separation Term. This period of time qualifies, restricted cash in the case of a payment under Section 5.5.1 of the Employment Agreement, as the period of time during which I am receiving severance for purposes of Section 5.4 of the Charter Communications, Inc. 2001 Stock Incentive Plan, as amended, and any applicable stock option or restricted stock awards shall vest, as called for agreement signed pursuant to a grant under such applicable plan, plan (and the payment specified in accordance with the schedule attached hereto as Schedule A;
Section 5.5.1 (via) The Company will provide, at its expense, the full cost of up to twelve (12) months, to the extent necessary, of executive-level out-placement services (which provides as part of the outplacement Employment Agreement qualifies as “severance” for purposes of Section 5.4 of the use Charter Communications, Inc. 2001 Stock Incentive Plan). Notwithstanding the foregoing, no stock option shall remain exercisable beyond the latest date on which the term of an office and secretarial support as near as reasonably practicable to my residence) from August 1, 2010 through July 31, 2011. The costs of out-placement services are the stock option could be extended without causing the stock option to be submitted treated as deferred compensation subject to the Company and will be paid directly to the vendor by the Company; and
(vii) A cash payout of any remaining hours of accrued and unused vacation calculated as of July 31, 2010 at my rate of base salary in effect as of July 31, 2010, payable in accordance with the applicable vacation program, within thirty (30) days Section 409A of the time the payment in section (a)(i) beginsInternal Revenue Code. These payments and benefits will be paid and/or provided as and when called for by the Employment Agreement, unless otherwise provided in this Agreement, Agreement after all conditions to the effectiveness of this Agreement and the releases called for by this Agreement have been satisfied. The right to retain the same shall be subject to compliance with this Agreement and the terms of the Employment Agreement. In the event I die before all payments and amounts due to me hereunder are paid, any remaining payments will be made to my spouse, if he she survives me and, if not, then to my estate. Whether or not I sign this Agreement, I will receive my wages for all time worked through and ending March 23, 2006. I acknowledge receiving payment of the amounts specified in this paragraph by my signature on this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Charter Communications Inc /Mo/)
Payments And Benefits Payable Per The Employment Agreement. Provided I am not terminated for breach of the terms of this Agreement agreement or of my Employment Agreement prior thereto, I shall remain employed by Charter pursuant to the terms of my Employment Agreement through until the Termination Date, ; I shall receive salary at my current annual rate of $525,000.00 385,000 in bi-weekly biweekly installments as such installments are normally paid to senior executives (with all salary installments due but not paid prior to my execution of this Agreement to be paid on the first payday after all conditions in Section 15(g) 5.6 of the Employment Agreement are satisfied); I shall continue to receive all benefitsbenefits I was receiving as of December 31, 2006, without interruption, including, without limitation, health insurance; and I shall continue to participate in all medical and child-child care flex spending accounts I have previously selected, all through until the Termination Date; provided that I will cease to incur deductions or make contributions to the Charter PAC as of December 31, 2006; and further provided that I shall only be required to provide services to Charter as provided in section “f” hereof; and finally provided that I may seek and/or accept other employment during such period. In addition, in exchange for my execution and delivery of this Agreement, specifically including the effectiveness of the release set forth in section "“b" ” hereof (and the failure to revoke same within seven (7) days after I sign and deliver it), the Company will provide me with the following payments and benefits in satisfaction of the requirements of Section 15(b) 5.5.1 of the Employment Agreement and any other claim I may hold against Charter or its employees:
(i) An amount equal The base salary that would have been paid to two times (a) my current base salaryme, calculated at the current annual rate of $525,000.00 385,000.00 per annum, and (b) my annual target bonus of $393,750, from the date my employment is terminated through July March 31, 2012 2008 (the "“Separation Term"”); provided that, that the total of all such payment payments shall not exceed, in the aggregate, the gross amount of $1,837,500.00385,000.00. Subject to the provisions of Section 5.6 of the Employment Agreement, which total this amount (the “Separation Payment”) will be paid over the Separation Term in equal bi weekly installments on the Company’s regular pay days for executives, commencing with the first payday after all conditions in Section 5.6 of the Employment Agreement are satisfied; provided that, in order to avoid the tax consequences of Section 409A of the Internal Revenue Code of 1986 (the “Code”), the first payment shall cover all payments scheduled to be made to me in the bi weekly payments that would have been made to me for the period (the “Initial Payment Period”) beginning on April 1, 2007 and ending on the six (6) month anniversary of the date I have a separation from service for purposes of Code Section 409A, and the first such payment shall be payable following delayed until the Termination Date in fifty-two (52) equal bi-weekly installments in accordance with day after the Company's normal payroll practicesend of the Initial Payment Period;
(ii) All reasonable expenses I have incurred The amount of any and all incentive and/or performance bonus compensation for 2006, without proration, and a pro rata amount of incentive and/or performance bonus compensations for 2007, if and to the extent such bonuses are otherwise payable under the terms of the applicable bonus plan as determined by the Board, based upon results for the entire years of 2006 and 2007, as applicable. These amounts will be payable as and when bonus compensation under such plan for the year in question is paid to other participants generally but not later than March 15, 2007 for the pursuit 2006 bonus or March 15, 2008 for the 2007 bonus, and will not be subject to any deduction or adjustment that is not similar and proportionate to those made to bonuses paid to other senior executives. The Board shall determine the amount of any such bonus and/or the extent to which any such bonus has been earned under the plan, in its sole discretion, considering results for the entire year and not just the period of my duties under the Employment Agreement through the Termination Date which are payable under and in accordance with the Employment Agreement, which amount will be paid within thirty (30) days after the submission by me of properly completed reimbursement requests on the Company’s standard formsemployment;
(iii) A lump sum payment (net after deduction of taxes and other required withholdings) equal to twenty-four twelve (2412) times the monthly cost, at the time my employment is terminated of$936.96terminated, for me to receive under COBRA the paid coverage for health, dental and vision benefits then being provided for me and my family at the Company's ’s cost at the time my employment is terminated, the total amount of such payment shall not exceed, in the aggregate, the gross amount of $22,487.04. This amount will be paid to me within thirty (30) days on the day after the last day of the time the payment in section (a)(i) above begins. I understand that I must make an election under COBRA in order to have my benefits continueInitial Payment Period, and that I will pay any respective premiums as required by such coveragenot take into account future increases in costs during the applicable time period;
(iv) A lump sum payment (net after deduction of taxes and other required withholdings) equal to my aggregate target bonuses under the Cash Incentive Program pursuant to the Company's Value Creation Plan in the amount of $2,250,000, payable in accordance with the applicable terms and conditions of such Cash Incentive Program and Value Creation Plan, within thirty (30) days of the time the payment in section (a)(i) begins;
(v) To the extent authorized and permitted by the terms of the applicable plan, any performance cashstock options previously awarded to me will continue to vest, restricted cash or and any restricted stock awards previously awarded to me shall vesthave their restrictions lapse, both as called for under such applicable planplan for the Separation Term, in accordance with the schedule attached hereto as Schedule A;
(vi) The Company will provideA. This Separation Term qualifies, at its expense, in the full cost case of up to twelve (12) months, to the extent necessary, of executive-level out-placement services (which provides as part a payment under Section 5.5.1 of the outplacement Employment Agreement, as the use period of an office time during which I am receiving severance for purposes of Section 5.4 of the Charter Communications, Inc. 2001 Stock Incentive Plan, as amended, and secretarial support any applicable stock option or restricted stock agreement signed pursuant to a grant under such plan (and the payment specified in Section 5.5.1 (a) of the Employment Agreement qualifies as near as reasonably practicable to my residence) from August 1“severance” for purposes of Section 5.4 of the Charter Communications, 2010 through July 31Inc. 2001 Stock Incentive Plan). Notwithstanding the foregoing, 2011. The costs no stock option shall remain exercisable beyond the latest date on which the term of out-placement services are the stock option could be extended without causing the stock option to be submitted treated as deferred compensation subject to the Company and will be paid directly to the vendor by the Company; and
(vii) A cash payout of any remaining hours of accrued and unused vacation calculated as of July 31, 2010 at my rate of base salary in effect as of July 31, 2010, payable in accordance with the applicable vacation program, within thirty (30) days Section 409A of the time the payment in section (a)(i) beginsInternal Revenue Code. These payments and benefits will be paid and/or provided as and when called for by the Employment Agreement, unless otherwise provided in this Agreement, Agreement after all conditions to the effectiveness of this Agreement and the releases called for by this Agreement have been satisfied. The right to retain the same shall be subject to compliance with this Agreement and the terms of the Employment Agreement. In the event I die before all payments and amounts due to me hereunder are paid, any remaining payments will be made to my spouse, if he survives me and, if not, then to my estate. I acknowledge I have received my wages per the terms of my Employment Agreement for all time worked through and ending December 31, 2006, and I will received with my first severance payment cash payout of 144 hours of accrued and unused vacation calculated as of March 31, 2007 at my rate of base salary in effect as of December 31, 2006. I acknowledge receiving payment of the amounts specified in this paragraph by my signature on this Agreement.
Appears in 1 contract
Samples: Separation Agreement (Charter Communications Inc /Mo/)
