AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit 10.4b
AMENDMENT
TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This
Amendment to the Amended and Restated Employment Agreement is entered into as of
April 7, 2008 (the “Effective Date”) by and between CHARTER COMMUNICATIONS,
INC., a Delaware corporation (the “Company”), and XXXXXX
X. XXXXXXX, an
adult resident of Missouri (the “Executive”).
WHEREAS,
the Company and the Executive entered into a Amended and Restated Employment
Agreement effective August 1, 2007 (the “Agreement”);
WHEREAS,
the Company and the Executive desire to amend the Agreement as set forth
herein;
NOW, THEREFORE, intending to be legally
bound and in consideration of the covenants and promises set forth herein, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Executive agree that the Agreement shall be amended as follows:
1. The
first sentence of Section 3 is hereby replaced in totality with the following:
"Executive shall serve as Senior Vice President, Strategic Planning and Interim
Chief Financial Officer reporting to the Chief Executive Officer, but with other
reporting relationships as shall be determined by the Chief Executive Officer
from time to time, with such responsibilities, duties and authority as are
customary for such role, including, but not limited to, overall management
responsibility for the financial planning, reporting and strategic planning for
the Company and management of all personnel reporting to the Chief Financial
Officer. At any time in the future at his discretion, effective upon
oral or written notice to Executive, the Chief Executive Officer may remove “and
Interim Chief Financial Officer” from Executive’s title and remove from her job
function some or all responsibilities duties and authorities normally accruing
to a Chief Financial Officer."
2. In
Section 5 of the Agreement, Executive’s Annual Base Salary shall be $500,000 for
the period during which Executive serves as Interim Chief Financial
Officer.
3. In
Section 6 of the Agreement, the Executive’s eligibility to receive a Target
Bonus of “up to 50% of Executive’s Annual Base Salary” is hereby revised to add
“but up to 75% of Executive’s Annual Base Salary for such period that Executive
serves as Interim Chief Financial Officer”.
4. If,
at any time, Executive's title and responsibilities as Interim Chief Financial
Officer shall cease, the amendments herein to Sections 3, 5 and 6 shall no
longer have any further effect and the original Sections 3, 5 and 6 of the
Agreement shall be reinstated as stated prior to this amendment, provided that
any additional Bonus earned pursuant to the increase in the percentage of Target
Bonus set forth in
paragraph
3 above and not paid at the time of reinstatement of Section 6 of the
Agreement, shall be paid to Executive at the time of the payment of the
remainder of the annual bonus, if any.
The
Company and the Executive agree that all other provisions of the Agreement
(including the remainder of Sections 3, 5 and 6) shall remain in full force and
effect until expiration or earlier termination upon the terms
therein.
IN
WITNESS WHEREOF, the Company and the Executive have each caused this Amendment
to Restated and Amended Employment Agreement to be duly executed on its behalf
as of the date first above written.
CHARTER
COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
Name:
Xxxxx X. Xxxxxx
Title:
SVP, Human Resources
EXECUTIVE
___/s/ Xxxxxx X.
Schmitz__________
Name: Xxxxxx
X. Xxxxxxx
