Under the agreement, Mr. Kent is entitled to participate in any disability
insurance, pension, or other benefit plan afforded to employees generally or
executives of Charter Communications, Inc. Mr. Kent will be reimbursed by
Charter Communications, Inc. for life insurance premiums up to $30,000 per year,
and is granted personal use of the corporate airplane. Mr. Kent was also granted
a car valued at up to $100,000 and the fees and dues for his membership in a
country club of his choice, but has not accepted use of the car as of the date
of this offering circular. He may choose to do so in the future. Also under this
agreement and a related agreement with Charter Communications Holding Company,
Mr. Kent received options to purchase 7,044,127 Charter Communications Holding
Company membership units. The options have a term of ten years and vested 25% on
December 23, 1998. The remaining 75% vest 1/36 on the first day of each of the
36 months commencing on the first day of the thirteenth month following December
23, 1998. The terms of these options provide that immediately following the
issuance of Charter Communications Holding Company membership units, these units
will automatically convert to shares of Class A common stock. This exchange will
occur on a one-for-one basis.
Charter Communications, Inc. agrees to indemnify and hold harmless Mr. Kent
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 Mr. Kent of his duties.
If the agreement expires because Charter Communications, Inc. gives Mr.
Kent notice of its intention not to extend the initial term, or if the agreement
is terminated by Mr. Kent for good reason or by Charter Communications, Inc.
- Charter Communications, Inc. will pay to Mr. Kent an amount equal to the
aggregate base salary due to Mr. Kent for the remaining term and the
board will consider additional amounts, if any, to be paid to Mr. Kent;
- any unvested options of Mr. Kent shall immediately vest.
Effective as of November 12, 1999, Charter Communications, Inc. entered
into a consulting agreement with Howard L. Wood. In connection with this
agreement, Mr. Wood received options to purchase 40,000 membership units of
Charter Communications Holding Company, which vested immediately. The consulting
agreement has a one-year term with automatic one-year renewals. Under this
agreement, Mr. Wood provides consulting services to Charter Communications, Inc.
and will also be responsible for such other duties as the Chief Executive
Officer determines. During the term of this agreement, Mr. Wood will receive
annual cash compensation initially at a rate of $60,000. In addition, Mr. Wood
is entitled to receive disability and health benefits as well as use of an
office and a full-time secretary.
Charter Communications, Inc. will indemnify and hold harmless Mr. Wood to
the maximum extent permitted by law from and against any claims, damages,
liabilities, losses, costs or expenses incurred in connection with or arising
out of the performance by him of his duties.
Charter Communications, Inc. and Marc B. Nathanson have entered into an
agreement pursuant to which Mr. Nathanson is entitled to receive $125,000 per
year and certain other benefits.
None of the executive officers listed above has ever received any
compensation from Charter Holdings or Charter Capital, nor do such individuals
expect to receive compensation from Charter Holdings or Charter Capital at any
time in the future. Such executive officers receive their compensation from
Charter Communications, Inc. Pursuant to a mutual services agreement between
Charter Communications, Inc. and Charter Investment, Inc., each of those
entities provides services to each other, including the knowledge and expertise
of their respective officers. See "Certain Relationships and Related