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Exhibit 10.15 (C)
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is
made as of the ____day of ___________, 1999 by and between Charter Investment,
Inc., a Delaware corporation (formerly known as Charter Communications, Inc.)
("Assignor") and Charter Communications, Inc., a Delaware Corporation
("Assignee").
RECITALS
A. Xxxx X. Xxxxx ("Xxxxx") and Xxxxxx X. Xxxx entered into an
Employment Agreement dated as of August 28, 1998 (the
"Employment Agreement").
B. On December 23, 1998, Xxxxx assigned all of his rights under
the Employment Agreement to Assignor, and Assignor assumed all
of Xxxxx'x rights and obligations under the Employment
Agreement.
C. Assignee wishes to acquire all of Xxxxxx Xxxx'x services under
the Employment Agreement and to assume all of Assignor's
obligations and liabilities under the Employment Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Assignment and Assumption of Employment Agreement.
(a) Upon the Effective Date (as defined below), Assignor
hereby fully and completely assigns to Assignee all
of Assignor's rights and its obligations under the
Employment Agreement.
(b) Upon the Effective Date, Assignee hereby fully and
completely assumes all of Assignor's rights and
agrees to perform when due, all obligations of
Assignor under, the Employment Agreement.
2. Effective Date. This Agreement shall become effective only
upon the closing (the "Effective Date") of the initial public offering of the
Assignee as contemplated by its Registration Statement on Form S-1 filed with
the Securities and Exchange Commission. If such closing does not occur for any
reason, or has not occurred by January 1, 2000, this Agreement shall be of no
force or effect and neither the Assignor nor the Assignee shall have any rights,
obligations or liabilities under or arising out of this Agreement.
3. Amendments. This Agreement cannot be amended, waived, or
terminated except by a writing signed by all parties.
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4. Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of New York, without giving effect to
the principles of conflicts of laws thereof.
5. Counterparts. This Agreement may be executed in two or more
separately executed counterparts, which may include faxed signature pages, each
of which counterparts shall be deemed an original, but all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption Agreement to be duly executed and delivered as of the
date first above written and effective as of the Effective Date.
CHARTER INVESTMENT, INC.,
a Delaware corporation
By:_______________________________
Name:
Title:
CHARTER COMMUNICATIONS, INC.,
a Delaware corporation
By:_______________________________
Name:
Title:
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CONSENT TO ASSIGNMENT AND
ASSUMPTION OF EMPLOYMENT AGREEMENT
The undersigned hereby consents to the foregoing Assignment and
Assumption Agreement effective as of the Effective Date and acknowledges the
terms thereof.
By:_______________________________
Xxxxxx X. Xxxx
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