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Exhibit 10.17(d)
November 1, 1999
Mr. Xxxxxx Xxxx
0000 Xxxx Xxxx
Xxxxx Xxxxx, XX 00000
Re: Termination of Employment Agreement
Dear Xx. Xxxx:
This letter agreement will set forth the terms pursuant to
which the Employment Agreement (the "Employment Agreement") dated December 23,
1998, between you and Charter Communications, Inc. (now known as Charter
Investment, Inc. ("CII")) will be terminated.
1. Termination and Severance. CII and you agree that, except
as provided herein, upon the closing (the "IPO Closing") of the initial public
offering of the common stock of Charter Communications, Inc. ("CCI"), the
Employment Agreement shall terminate and no longer be of any force or effect. In
consideration for the termination of the Employment Agreement, CII will pay you
an amount equal to the sum of your base salary for the period from the IPO
Closing until the end of the Initial Term (as defined in the Employment
Agreement) and a bonus in the amount of $312,500
2. Options. Charter Communications, Inc. ("CCI"), CII, Charter
Communications Holding Company, LLC ("Charter Holdco") and you (i) agree that in
light of the Consulting Agreement (the "Consulting Agreement") entered into by
you and CCI pursuant to which you will provide consulting services to CCI, the
termination of the Employment Agreement shall not constitute an event of
termination for purposes of Section 6 of the Charter HoldCo 1999 Option Plan
(the "Plan") and (ii) all unvested Options (as defined in the Plan) held by you
as of the date hereof shall vest immediately.
3. Indemnification. As provided in the Consulting Agreement,
CCI has agreed to indemnify you and hold you harmless to the maximum extent
permitted by law from and against any claims, damages, liabilities, losses,
costs or expenses in connection with or arising out of the performance by you of
your duties as a consultant or
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director of CCI or any of its affiliates and any activities engaged in by you on
behalf of CCI or any of its affiliates or as a consultant or director of CCI or
any of the foregoing, which you believe in good faith to be within the scope of
such duties. As provided in Section 22 of the Employment Agreement,
notwithstanding the termination of the Employment Agreement, CII agrees to
indemnify you and hold you harmless to the maximum extent permitted by law from
and against any claims, damages, liabilities, losses, costs or expenses in
connection with or arising out of the performance by you of your duties as an
officer, director or Vice Chairman of the Board and director of CII, Marcus
Cable Properties, Inc. or any of their respective Affiliates (as defined in the
Employment Agreement) and Subsidiaries (as defined in the Employment Agreement)
and any activities engaged in by you on behalf of CII or any of their respective
Subsidiaries or Affiliates or as an officer, director or employee of CII or any
of the foregoing, which you believe in good faith to be within the scope of such
duties prior to or after the Closing (as defined in the Employment Agreement)
(including without limitation, any claims, damages, liabilities, losses, costs
or expenses in connection with or arising out of litigation involving Cencom
Cable Income Partners, L.P. and Cencom Cable Income Partners II, L.P., as
contemplated by the Employment Agreement).
4. Governing Law. This letter 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 letter agreement may be executed in
counterparts, each of which shall constitute an original and all of which taken
together shall constitute one and the same instrument.
Please indicate your acceptance of the terms of this letter
agreement and your agreement to be bound by the terms hereof by countersigning
the enclosed copy of this letter agreement.
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CHARTER INVESTMENT, INC.
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Name:
Title:
CHARTER COMMUNICATIONS, INC.
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Name:
Title:
CHARTER COMMUNICATIONS
HOLDING COMPANY, LLC
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Name:
Title:
AGREED AND ACCEPTED:
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Xxxxxx Xxxx
