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Exhibit 10.17(b)
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 December 23, 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 X. 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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