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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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general employee population, as well as the executive officers, was essential to motivate, reward and retain participants in light of TWC’s goals and circumstances. The compensation committee of the TWC board of directors believed that mirroring the 2015 bonus program and goals in the supplemental bonus program reinforced the criticality of achieving, and exceeding, the performance objectives despite the potential Charter mergers distractions and additional responsibilities. In addition, the timing of the payment of the bonus would also serve to reinforce the retention of senior management through the closing of the mergers and beyond if the mergers close prior to July 1, 2016.

If, prior to July 1, 2016, an executive officer’s employment is terminated either by TWC without “cause” or by the executive officer for “good reason” (as such terms are defined in the respective Officer Equity Arrangements), such executive officer will be eligible to receive (i) if such termination occurs in calendar year 2015 prior to the completion of the mergers, a prorated portion of the supplemental bonus through the date of such termination or (ii) if such termination occurs in calendar year 2015 but following the completion of the mergers, the full value of the supplemental bonus he or she would have otherwise received had his or her employment continued through December 31, 2015, with such amounts, whether payable pursuant to prong (i) or prong (ii), to be paid on July 1, 2016.

Pursuant to the merger agreement, TWC’s aggregate payments under the supplemental bonus opportunity may not exceed $100 million. The supplemental bonus opportunity will not be considered part of a TWC executive officer’s target bonus for purposes of calculating severance payments (see more detailed discussion on severance, below). TWC executive officers’ target supplemental bonus opportunities are set out below:

 

Executive Officer

  2015 Target
Supplemental Bonus
Opportunity
 

Robert D. Marcus

  $ 2,500,000   

Chairman and Chief Executive Officer

 

Dinesh C. Jain

  $ 1,250,000   

Chief Operating Officer

 

All Other Executive Officers as a Group (6 persons)

  $ 1,357,309   

Residential Video Subscriber Additions Bonus

In addition, to encourage employee focus on quarterly residential video subscriber net additions in 2015, as in 2014, the compensation committee of the TWC board of directors approved an additional bonus opportunity equal to 5% of each participant’s 2015 annual target cash bonus under TWC’s 2015 annual cash bonus plan if in any quarter of 2015, TWC experienced a net increase in residential video subscribers, which was payable only with respect to one such quarter. Such additional bonus opportunity is referred to in this joint proxy statement/prospectus as a Residential Video Subscriber Additions Bonus. This Residential Video Subscriber Additions Bonus was achieved in the first quarter of 2015 and, as a result, the annual cash bonus for participants in TWC’s 2015 annual cash bonus plan has been increased by 5% of their annual target bonus. In light of TWC’s success in the first quarter of 2015 and to continue to motivate participants to work to add customers, the compensation committee of the TWC board of directors approved a new Residential Video Subscriber Additions Bonus with the same terms but with respect to the second quarter of 2015. In accordance with the terms of the 2015 supplemental bonus opportunity (described above), if a Residential Video Subscriber Additions Bonus is achieved, the 2015 supplemental bonus payout will reflect any increase in such participant’s annual cash bonus as a result. Messrs. Marcus and Jain are not eligible to receive this additional Residential Video Subscriber Additions Bonus in respect of the second quarter of 2015. The impact of any Residential Video Subscriber Additions Bonuses has not been included in the table above.

 

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