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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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130,000 options have vested. Of the remaining 8,496,081 options granted on that
date, one-fourth vest on April 3, 2000 and the remainder vest 1/45 on each
monthly anniversary following April 3, 2000. One-fourth of the options granted
on April 5, 1999 vest on the 15-month anniversary from April 5, 1999, with the
remainder vesting 1/45 on each monthly anniversary for 45 months following the
15-month anniversary of the date of grant. Of the options granted on November 8,
1999, 200,000 options have vested. Of the remaining 4,470,800 options granted on
that date, one-fourth vest on February 12, 2001, with the remainder vesting 1/45
on each monthly anniversary following the 15-month anniversary of the date of
grant. The options expire after ten years from the date of grant. Under the
plan, the plan administrator has the discretion to accelerate the vesting of any
options.
 
     Under the terms of the plan, each membership unit held as a result of
exercise of options will be exchanged automatically for shares of Class A common
stock of Charter Communications, Inc. on a one-for-one basis.
 
     Any unvested options issued under the plan vest immediately upon a change
of control of Charter Communications Holding Company. Options will not vest upon
a change of control, however, to the extent that any such acceleration of
vesting would result in the disallowance of specified tax deductions that would
otherwise be available to Charter Communications Holding Company or any of its
affiliates or to the extent that any optionee would be liable for any excise tax
under a specified section of the tax code. In the plan, a change of control
includes:
 
          (1) a sale of more than 49.9% of the outstanding membership units in
     Charter Communications Holding Company, except where Mr. Allen and his
     affiliates retain effective voting control of Charter Communications
     Holding Company;
 
          (2) a merger or consolidation of Charter Communications Holding
     Company with or into any other corporation or entity, except where Mr.
     Allen and his affiliates retain effective voting control of Charter
     Communications Holding Company; or
 
          (3) any other transaction or event, including a sale of the assets of
     Charter Communications Holding Company, that results in Mr. Allen holding
     less than 50.1% of the voting power of the surviving entity, except where
     Mr. Allen and his affiliates retain effective voting control of Charter
     Communications Holding Company.
 
The sale of Charter Communications, Inc. Class A common stock in the initial
public offering was not a change of control under the option plan.
 
     If an optionee's employment with or service to Charter Communications
Holding Company or its affiliates is terminated other than for cause, the
optionee has the right to exercise any vested options within sixty days of the
termination of employment. After this sixty-day period, all vested and unvested
options held by the optionee are automatically canceled. If an optionee's
employment or service is terminated for cause, any unexercised options are
automatically canceled. In this case, Mr. Allen, or, at his option, Charter
Communications Holding Company will have the right for ninety days after
termination to purchase all membership units held by the optionee for a purchase
price equal to the exercise price at which the optionee acquired the membership
units, or the optionee's purchase price for the membership units if they were
not acquired on the exercise of an option.
 
     In the event of an optionee's death or disability, all vested options may
be exercised until the earlier of their expiration and one year after the date
of the optionee's death or disability. Any options not so exercised will
automatically be canceled.
 
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