ADDENDUM TO EMPLOYMENT AGREEMENT
Exhibit
10.1
ADDENDUM
TO EMPLOYMENT AGREEMENT
THIS
ADDENDUM TO EMPLOYMENT AGREEMENT (this "Addendum") is entered
into as of August 1, 2007 by and between CHARTER COMMUNICATIONS,
INC., a Delaware corporation (together with its successors and assigns,
the "Company"), and Xxxx Xxxx, an individual (" Executive ") as an
amendment to that Employment Agreement by and between the Company and Executive,
dated as of August 9, 2005 (the “Agreement”).
W
I T N E S S E T H:
WHEREAS:
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(1)
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The
Company and Executive (each, a "Party") desire for Executive to enter
into
this Addendum to provide for certain terms and awards as Executive
continues to be employed by the Company as Chief Executive Officer
and
President subject to the terms and conditions set forth in this Addendum
and the Agreement; and
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(2)
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The
Company and Executive acknowledge that the equity awards provided
hereunder are not effective until both parties have executed and
delivered
this Addendum and that the awards and benefits provided for herein
provide
additional consideration to Executive for the restrictive covenants
placed
on Executive under the Agreement.
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NOW,
THEREFORE, in consideration of the premises, and the promises and
agreements set forth below, the Parties, intending to be legally bound, agree
as
follows:
1.
Executive Cash Award Plan. Beginning on this date,
Executive will participate in the Charter Communications Inc. 2005 Executive
Cash Award Plan, as amended (the “Cash Award Plan”) for the term of the
Agreement on the same terms as are applicable generally to participants in
the
Cash Award Plan. An initial amount of 120% of Executive’s Base Salary
as of the date hereof (or $1,440,000) shall be initially credited on the date
hereof as a book entry to Executive's Plan Award Account under the Cash Award
Plan and Executive shall received further book entry credits in 2008 and 2009
under the terms of the Cash Award Plan.
2. Equity
Awards.
(a) In
addition to the restricted stock awards previously granted pursuant to the
terms
of the Agreement under the Company’s 2001 Stock Incentive Plan, as of the date
hereof, Executive shall be granted restricted stock awards
for 600,000 shares of Class A Common Stock and shall vest in equal annual
installments on each of the first three anniversaries of August 10, 2007
(subject to Executive's continued employment with the Company and except as
otherwise provided in the Agreement or in Exhibit C to the Agreement),
and shall be governed by a restricted stock agreement in substantially the
form
attached hereto as Exhibit C to the Agreement (the
"Addendum Restricted Stock Award").
(b) In
addition to the performance unit awards previously granted pursuant to the
terms
of the Agreement, as of the date hereof, Executive shall hereby be granted
600,000 performance units, subject to the terms and provisions of the Company’s
2001 Stock Incentive Plan (the "Addendum Performance Award"). The
Addendum Performance Award shall be earned based upon Company performance during
a one-year performance cycle for calendar year 2007, against objective
performance criteria established by the Compensation and Benefits Committee
for
other executives’ performance units granted in 2007. The number of
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performance
shares earned by, and delivered to, Executive shall be determined by the
formula
established by the Compensation and Benefits Committee when the targets and
performance criteria were established for calendar year 2007), and with maximum
payout no greater than 200% of the (appropriately adjusted) amount of the
Addendum Performance Award. The degree to which performance targets
are attained (or surpassed) shall be determined by the Compensation and Benefits
Committee in March 2008, and freely tradable shares reflecting the performance
target attainment identified by the Committee (“Performance Shares”) shall (to
the extent earned) be delivered to Executive no later than March 15, 2010.
The
Addendum Performance Award shall be subject to the terms and conditions of
the
Agreement, this Addendum, the Company’s 2001 Stock Incentive Plan and a
performance share award agreement in substantially the form attached to the
Agreement as Exhibit D.
3. Termination
of Employment. (a) Section
3.3(a)(ii) is hereby amended in its entirety to read as follows:
“(ii) three
(3) times the Salary plus Target Bonus (125% of Salary) both as of the
Termination Date;”
(b) Section
3.3(a)(i) of the Agreement is hereby deleted in its entirety.
4. Miscellaneous.
(a) Except
as specifically amended or modified by this Addendum, the terms and provisions
of the Agreement remain in full force and effect. This Addendum and
the Agreement contain the entire agreement between the Parties with respect
to
its specific subject matter and supersedes all prior oral and written
communications, agreements and understandings between the Parties with respect
to the terms and conditions of Executive's employment.
(b) The
headings of the Sections contained in this Addendum are for convenience only
and
shall not be deemed to control or affect the meaning or construction of any
provision of this Addendum.
(c) This
Addendum may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Addendum and all of which, when taken
together, will be deemed to constitute one and the same agreement. This Addendum
may be executed by facsimile signatures.
IN
WITNESS WHEREOF, the Parties have executed and delivered this Agreement
as of the date above first written above.
CHARTER
COMMUNICATIONS, INC.
By:
/s/ Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title: Executive
Vice President, General Counsel and Secretary
Executive
/s/
Xxxx
Xxxx
Xxxx
Xxxx
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