SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November
30,
2007
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Material change to existing compensatory plans of certain
officers
At
its
meeting on November 30, 2007, the Compensation and Benefits Committee of
the
Board of Directors of Charter Communications, Inc. (the “Company”) approved an
amendment to the Company's 2005 Executive Cash Award Plan, as amended ( the
"Cash Award Plan") to make it consistent with certain terms of the Company’s
2001 Stock Incentive Plan. The amendment calls for accelerated awards and
the
payment to the participant of the full amount awarded under the Cash
Award Plan in the event of termination of employment in connection with a
change
in control of the Company (as defined in Stock Incentive Plan).
A
copy of
the Amended and Restated Executive Cash Award Plan is attached hereto as
Exhibit
10.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibit is filed pursuant to Item 5.02:
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Exhibit
Number
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Description
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| 10.1 |
Amended
and Restated Executive Cash Award
Plan.*
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* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated: December
6, 2007
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By:/s/
Kevin D. Howard
Name:
Kevin D. Howard
Title:
Vice President, Controller and Chief Accounting
Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 10.1 |
Amended
and Restated Executive Cash Award
Plan.*
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* filed
herewith
Exhibit
10.1
Charter
Communications, Inc.
Amended
and Restated Executive
Cash
Award Plan
June
2005
Amended
2006
Amended
and Restated in 2007
Charter
Communications, Inc.
Amended
and Restated Executive Cash Award Plan
Article
1. Establishment and Purpose.
The
Compensation and Benefits Committee of the Board of Directors of Charter
Communications, Inc. hereby establishes the Charter Communications, Inc.
Executive Cash Award Plan effective as of January 1, 2005, adopted June 2005
and
amended in 2006 and 2007. The purpose of the Plan is to provide
greater incentive to, and retain the services of, certain Board-designated
officers of Charter Communications, Inc. and its subsidiaries and affiliates
as
now or hereinafter constituted to achieve the highest level of individual
performance and contribute to the success of the Company.
Article
2. Eligibility.
Select
Officers of the Company or any of its subsidiaries or affiliates, as recommended
by the CEO and approved by the Committee, shall be eligible to participate
in
this Plan.
Article
3. Administration of the Plan.
The
Committee shall have full responsibility and authority to interpret and
administer the Plan, including the power to promulgate rules of Plan
administration, the power to settle any disputes as to rights or benefits
arising from the Plan, the power to appoint agents and delegate its duties,
and
the power to make such decisions or take such actions as the Committee, in
its
sole discretion, deems necessary or advisable to aid in the proper
administration of the Plan. Actions and determinations by the Committee shall
be
final, binding, and conclusive for all purposes of the Plan.
Article
4. Participants.
As
soon
as feasible after the adoption of this Plan, the Committee shall designate
from
the eligible officers those who will participate in the Plan.
Article
5. Grants of Plan Awards.
Each
individual selected as a Participant was granted a Plan Award which represents
an opportunity to receive cash payments in accordance with, and subject to
the
terms and conditions of, this Plan. For each Participant who is granted a
Plan
Award, a Plan Award Account will be established. A Participant’s Plan Award
Account will be credited in book entry format. For the
Plan Awards made in year 2005, the amount credited to a Participant's Plan
Award
Account was based on
1
the
Participant's Base Salary as of the time of Plan approval or hire date
and for
the year 2006, Plan Awards were made based upon a Participant’s Base Salary as
of their hire date.
For
those
Participants receiving awards beginning in 2005 ("2005 Award Participants"),
the
amounts have been and will be credited as follows:
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Year
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Amount
Credited as of May 1 of the Year
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2005
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100%
of Base Salary
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2006
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20%
of Base Salary
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2007
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20%
of Base Salary
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2008
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20%
of Base Salary
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2009
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20%
of Base Salary
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For
those
Participants receiving awards beginning in 2006, ("2006 Award Participants")
the
amounts have been and will be credited as follows:
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Year
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Amount
Credited as of May 1 of the Year
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2006
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100%
of Base Salary
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2007
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20%
of Base Salary
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2008
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20%
of Base Salary
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2009
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20%
of Base Salary
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2010
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20%
of Base Salary
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Article
6. Vesting and Payment(s) of Plan Awards.
(a)
A
Participant will only be entitled to receive payment(s) from his or her Plan
Award Account balance pursuant to the Participant’s Plan Award if he or she
remains employed by the Company continuously from the date of his or her
initial
participation through the end of the calendar year in which his or her Plan
Award Account becomes vested, and only to the extent the Plan Award Account
becomes vested, in accordance with the following schedule. Payment of
such vested amount will be made within two and one half months after the
end of
the applicable year, provided that all conditions to payment are satisfied,
as
follows:
2
2005
Award Participants
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Year
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Vested
Portion of Balance of Plan Award Account as
of
Year End that is Vested and Shall be Paid Out
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2005
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0%
of Plan Award Account Balance
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2006
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0%
of Plan Award Account Balance
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2007
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50%
of Plan Award Account Balance
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2008
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0%
of Plan Award Account Balance
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2009
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100%
of Plan Award Account Balance
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2006
Award Participants
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Year
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Vested
Portion of Balance of Plan Award Account as
of
Year End that is Vested and Shall be Paid Out
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2006
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0%
of Plan Award Account Balance
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2007
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0%
of Plan Award Account Balance
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2008
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50%
of Plan Award Account Balance
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2009
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0%
of Plan Award Account Balance
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2010
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100%
of Plan Award Account Balance
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(b)
Notwithstanding the above schedules, should a Participant’s employment terminate
due to death or Disability (as that term is defined in Article 15 below),
the
Participant shall be paid: (1) the balance of the Participant’s Plan Award
Account as of the end of the calendar year prior to the calendar year in
which
the Participant’s employment terminated, and (2) a prorated portion of the
amount to be credited to the Participant’s Plan Award Account for the calendar
year in which the Participant’s employment terminated equal to the amount
otherwise to be credited for that calendar year in accordance with Article
5,
multiplied by a fraction, the numerator of which is the total number of months,
full or partial, that the Participant was employed during the applicable
year,
and the denominator of which is twelve (12).
(c)
Notwithstanding the above schedules and the schedules in Section 5 hereof,
in
the event that a Change of Control to the Company occurs , at such time as
any
severance payments shall become due and payable under a Participant’s employment
agreement, (i) all amounts that would have been awarded to such Participant
under Section 5 had such Participant remained employed by the Company in
good
standing for the term of this Plan, shall be immediately awarded to such
Participant assuming Participant’s then-current Base Salary continued unchanged
throughout the term of this Plan; and (ii) 100% of such Participant's Plan
Award
Account Balance after such Awards shall immediately become due and payable
by
the Company to the Participant; provided that, the event giving rise to
severance payments becoming due and payable under the Participant’s employment
agreement occurs either (a) upon or within thirty days before or thirteen
(13)
months
3
after
a
Change of Control, or (b) prior to a Change of Control at the request of
a
prospective purchaser whose proposed purchase would constitute a Change
of
Control upon its completion.
Except
as
provided above in the event of death, Disability or a Change of Control,
if a
Participant’s employment with the Company and its subsidiaries and affiliates
terminates for any reason before the day on which all or a portion of the
Participant’s Plan Award Account becomes vested, the Participant shall forfeit
the right to receive any amount that has not previously become vested in
accordance with the schedule described above.
Article
7. Conditions To Payment, Nonalienation of Benefits.
(a)
A
Participant’s eligibility for, and right to receive, any payment from the
Participant’s Plan Award Account under this Plan (except in the event of the
Participant’s intervening death) is conditioned upon:
(1)
the
Participant first executing and delivering to Charter an Acceptance Agreement
(“Agreement”) in form and substance satisfactory to Charter’s legal counsel,
effectively releasing and giving up all claims the Participant may have against
the Company (and each of their respective controlling shareholders, employees,
directors, officers, plans, fiduciaries, insurers and agents) arising out
of or
based upon any facts or conduct occurring prior to the date on which the
Agreement is executed and containing additional restrictions on post-employment
use of confidential information, non-competition and non-solicitation and
recruitment of customers and employees which are the same as are contained
in
the standard form employment agreement for executive officers then used by
the
Company (or if no such agreement then exists, the most recent form of employment
agreement used by the Company for one or more executive officers containing
any
such restrictions). The Agreement will be drafted by Charter, will be based
upon
the standard form employment agreement, if any, then being utilized by Charter
for executive separations when severance is being paid (with such additional
restrictions as to use and disclosure of confidential information, non
competition and non solicitation and recruitment of customers and employees),
and will be provided to the Participant within ten (10) business days after
the
Participant is eligible to receive a payment. The Agreement will
require the Participant, after his or her employment terminates, to
consult with Company representatives and/or voluntarily appear as a witness
for
trial or deposition (including the preparation for any such testimony) in
connection with any claim which may be asserted by or against the Company,
any
investigation or administrative proceeding, any matter relating to a franchise,
or any business matter concerning the Company or any of its transactions
or
operations in which the Participant was directly or indirectly involved or
about
which the Participant may have relevant factual knowledge or information;
and
(2)
the
Participant executing and delivering the Agreement to Charter within
twenty-one (21) days after delivery of the document (or such other time period
as may be established for persons under the age of forty (40) or as may be
required by applicable law), and all conditions to the effectiveness of that
agreement and the releases contemplated thereby
4
having
been satisfied (including, without limitation, the expiration of any applicable
revocation period without revoking acceptance).
(b)
Neither Plan Awards nor any other right or benefit under this Plan shall
be
subject to anticipation, alienation, sale, assignment, pledge, encumbrance,
or
charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber,
or charge the same shall be void and shall not be recognized or given effect
by
the Company or the Committee.
Article
8. No Deferrals.
No
deferral of compensation (as defined under U.S. Internal Revenue Code Section
409A or guidance thereto) is intended under this Plan.
Article
9. Funding.
No
promises made under this Plan shall be secured by any specific assets of
the
Company, nor shall any assets of the Company be designated as attributable
or
allocated to the satisfaction of such promises. Payments under this Plan
shall
be made from the Company’s general assets.
Article
10. Non-exclusivity Of This Plan.
The
adoption of this Plan shall not be construed as creating any limitations
on the
power of the Company’s Board of Directors or the Committee to adopt such other
compensation arrangements as either may deem desirable for any
Participant.
Article
11. No Employment Rights.
The
adoption of this Plan, and designating any employee as a Participant, shall
not
be construed as granting a Participant any right to employment for any specific
period of time.
Article
12. Amendment, Suspension, or Termination of Plan.
The
Board
or Committee may from time to time amend, suspend, or terminate the Plan,
in
whole or in part, except that (a) no such amendment, suspension, or termination
shall materially adversely affect the rights of any Participant in respect
of
any Plan Award previously vested and not yet paid, and (b) if the Plan is
terminated, then a Participant who is employed as of the time this termination
occurs shall be paid, subject to the provisions of Article 7, an amount equal
to
(i) the amount the Participant would have been entitled to under the Plan
if the
Participant had been employed through December 31, 2009 for 2005 Award
Participants and through December 31, 2010 for 2006 Award
5
Plan
Participants (assuming that the Participant’s Base Salary for purposes of the
initial contribution is the Participant’s Base Salary in effect as of the date
the Participant first becomes included in the Plan, and that it would increase
by 3.5% annually thereafter), multiplied by a fraction, the numerator of
which
is the number of full months between the effective date of the Plan and
the date
the Plan terminated, and the denominator of which is 60, less (ii) any
payments
previously made to the Participant under the Plan and any Plan Award vested
but
not yet paid under the Plan (but which otherwise is required to be paid
notwithstanding termination of the Plan). This amount will be paid out
in a lump
sum within sixty (60) days after the Plan terminates and all conditions
to
payment specified in Article 7 are satisfied, but in no event later than
two and
one-half months after the end of the calendar year in which all the conditions
to payment are satisfied.
Article
13. No Constraint on Corporate Action.
Nothing
in this Plan shall be construed to: (i) limit, impair, or otherwise affect
the
Company’s right or power to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge
or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of
its
business or assets; or, (ii) limit the right or power of the Company to take
any
action which such entity deems to be necessary or appropriate.
Article
14. Governing Law, Effect, Forum.
The
Plan
and each Plan Award shall be governed by the laws of the State of Missouri,
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Plan to the substantive law of
another jurisdiction. Recipients of a Plan Award under this Plan are deemed
to
submit to the exclusive jurisdiction and venue of the United States District
Court for the Eastern District of Missouri (if federal jurisdiction exists)
and
the St. Louis County Circuit Court, to resolve any and all issues that may
arise
out of or relate to this Plan or any related Plan Award and to have waived
any
objection that any such federal or state court is not a proper or convenient
forum. Payments received under this Plan will not constitute or be deemed
compensation for purposes of any other benefit plan of the Company.
Article
15. Definitions.
For
purposes of this Plan, the following definitions will control:
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a.
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“Base
Salary” means the salary of record paid to a Participant as an annual rate
of salary, excluding amounts received under an annual incentive
plan or
other incentive or bonus plan or compensation, and excluding any
amounts
payable as benefits.
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b.
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“Board”
means the Board of Directors of
Charter.
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c.
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"Change
of Control" shall have the meaning set forth in the Company’s “2001 Stock
Incentive Plan”.
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d.
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“Committee”
means the Compensation and Benefits Committee of the Board or a
subcommittee thereof, or any other committee designated by the
Board to
administer this Plan. If the Committee does not exist or cannot
function
for any reason, the Board may take any action under the Plan that
would
otherwise be the responsibility of the
Committee.
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e.
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“Company”
means Charter Communications, Inc., a Delaware corporation and
its
subsidiaries and affiliates as now or hereinafter
constituted.
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f.
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“Charter”
means Charter Communications, Inc., a Delaware
corporation.
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g.
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“Disability”
means such permanent physical or mental impairment as renders a
person
eligible to receive disability benefits under the long-term disability
plan maintained by the Company, if the person is covered by such
a plan;
and if the person is not covered by such a plan, under the Social
Security
Act.
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h.
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“Distribution
Date” shall have the meaning set out in Section 6
(c).
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i.
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“Participant”
means any eligible officer or key employee selected by the Committee
in
its sole discretion to participate in the Plan pursuant to Article
4 and
his or her personal representative and/or
executor.
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j.
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“Plan”
means the Charter Communications, Inc. the Amended and Restated
Executive Cash Award Plan.
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k.
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“Plan
Award” means an award granted to a Participant pursuant to
Article 5.
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l.
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“Plan
Award Account” means a book entry account maintained for each Participant
in accordance with Article 5.
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7