March 23, 2006 Wayne Davis c/o Charter Communications, Inc. 12405 Powerscourt Drive St. Louis, MO 63131 Dear Wayne:
Exhibit
99.2
March
23,
2006
Xxxxx
Xxxxx
c/o
Charter Communications, Inc.
00000
Xxxxxxxxxxx Xxxxx
Xx.
Xxxxx, XX 00000
Dear
Xxxxx:
This
letter (this “Agreement”) sets out and confirms our understandings and
agreements concerning your agreement to serve as an independent consultant
to
Charter Communications, Inc. (“Charter”). The specific terms and understandings
concerning this service are set out below:
1.
This
Agreement is entered into independently of and contemporaneously with that
certain Separation Agreement And Release For Xxxxx Xxxxx (the “Separation
Agreement”) between Charter and you. The terms of this Agreement are not
cancelled or superseded by the Separation Agreement. Capitalized terms used
but
not otherwise defined shall have the meanings assigned to them in the Separation
Agreement.
2.
Your
Separation Date as a Charter employee is March 23, 2006. You will be engaged
to
and will serve as an independent consultant to Charter for a period of time
from
March 24, 2006, until and ending the close of business April 28, 2006, or such
later date (which may not be later than May 26, 2006) designated by Charter
(the
“Consulting Period”).
3.
During
the Consulting Period, you will be engaged by Charter as an independent
consultant to provide and perform, as and when reasonably requested by Charter,
such professional, executive and administrative duties, directives and
assignments as may reasonably be assigned to you from time to time by the Chief
Executive Officer, Chief Operating Officer or his designee. Your duties will
include but not be limited to cooperating and assisting in the transition of
existing assignments and responsibilities as requested, providing as requested
such information to those who are assuming any of your duties with the details
and background necessary for them to carry out those duties, and consulting
with
the Chief Executive Officer, Chief Operating Officer as requested concerning
your prior responsibilities and work. You will perform such duties, functions,
and assignments using your best efforts and to the best of your ability. It
is
understood that such duties and assignments will not require work on weekends
during the Consulting Period, although the level and amount of work may vary
from time to time. You will not be required to return any Company property
pursuant to the Separation Agreement prior to the end of the Consulting Period
except as the Company may specifically request.
4.
(a)
For services rendered as a independent consultant through April 28, 2006, you
will be paid the sum of $45,000.00. This amount will be paid to you on the
next
regular Charter payday for executives immediately following April 28, 2006.
If
and to the extent the Consulting Period is extended beyond April 28, 2006,
then
you will be paid at the rate of $ 1,730.00 per day for each day worked
thereafter during which the Consulting Period extends. This additional payment,
if any, will be paid on the next regularly scheduled Charter payday for
executives immediately following the last day of the Consulting Period.
(b)
You
will be reimbursed for reasonable expenses incurred at the Company’s request in
connection with your consulting activities, including but not limited to
reasonable travel, lodging and entertainment expenses, in accordance with the
Company’s corporate policies and practices governing such reimbursements.
Reimbursement requests must be made within five (5) days after the Consulting
Period ends and reimbursement will be made no later than thirty (30) days after
the Consulting Period ends.
(c)
The
payments described in paragraph 4 (c) above are the only compensation you will
receive for your duties as a consultant. It is specifically understood and
agreed that during the Consulting Period you will not be treated as, and you
are
not, an active employee for purposes of any Charter Communications policies,
incentive or bonus plans, benefit plans and programs applicable to active
employees, and that you are not eligible for (and waive) any rights to any
benefits or policies of Charter Communications applicable to active employees.
This includes, but is not limited to, any eligibility for or right to receive
or
accrue vacation or sick leave, or any type of paid leave, any right to 401K
or
profit sharing participation or vesting, participation in or right to any
incentive compensation or participation in any commission, life insurance,
or
other compensation or benefit plan.
5.
The
obligations regarding confidentiality and non disclosure contained in the
Separation Agreement (and your Employment Agreement) will extend to any
Confidential Information you may learn of during your service as a consultant,
and you agree to comply with those provisions as it related to any such
information. Your right to receive and retain the compensation described in
this
Agreement is conditioned upon your compliance with the terms of this Agreement
and the Separation Agreement.
6.
This
letter contains the entire agreement between you and Charter concerning your
duties as a consultant and supersedes all prior oral or written communications
or agreements concerning such subject matter. It is in addition to and does
not
cancel or replace any other agreement with or of Charter relating to or
concerning your employment. However, in case of any conflict between the
provisions of this Agreement and the provisions of any other prior agreement,
the provisions of this Agreement control. The parties understand and agree
that
the provisions of this Agreement do not constitute or create an employee benefit
plan or any type of severance or deferred compensation plan, and do not alter
the at will nature of your employment or create any contract of employment
for a
definite period of time.
7.
This
Agreement is accepted and entered into in Missouri and shall be governed by
and
construed and interpreted according to Missouri law without reference to
conflicts of law principles. Neither this Agreement, nor any of its terms,
may
be changed, added to, or waived except in a writing signed by you and the Chief
Executive Officer of Charter or his or her designee. The terms of this Agreement
shall not be effective, nor shall Charter have any obligations under this
Agreement, unless you sign this letter and return it to me within ten (10)
days
of the date of this letter.
-2-
Please
signify your confirmation and agreement to the following terms by signing below
where indicated and returning the signed document to me. Thank you for your
continued support of our company and your contributions.
Very
truly yours,
CHARTER
COMMUNICATIONS, INC.
By
/s/
Xxxxx X.
Xxxxxx
Accepted,
Confirmed And Agreed
To
As Of
The Date Of This Letter
/s/ Xxxxx X.
Xxxxx
-3-
