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PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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Depending on their respective titles, roles, responsibilities, compensation, and work location, as applicable, immediately after the completion of the mergers, the executive officers may have the right to assert good reason, resign and collect severance benefits as described above, following such time.

Post-Closing Obligations of New Charter under the Merger Agreement

New Charter is obligated under the merger agreement to honor certain TWC compensation plans and agreements and to provide TWC employees, including the executive officers, with specified levels of compensation until the first anniversary of the completion of the mergers and specified levels of benefits until December 31, 2016. New Charter has agreed to honor all contracts providing for severance in accordance with their terms and to honor, without amendment, all plans providing for severance for the period beginning on the completion of the mergers and ending on the first anniversary of the completion of the mergers (or for any longer period required under any such plan). With respect to its commitment to honor compensation levels, New Charter has agreed (i) to provide TWC employees (except those covered by a collective bargaining agreement) with base pay and annual cash bonus opportunities, as applicable, that are no less favorable in the aggregate than those provided to TWC employees immediately prior to the completion of the mergers and (ii) to provide TWC employees (except those covered by a collective bargaining agreement) with commission and cash incentive opportunities, as applicable, that are no less favorable than either those provided to each such TWC employee immediately prior to the completion of the mergers or those provided to similarly situated employees of New Charter or its subsidiaries following the completion of the mergers. See “The Merger Agreement—Employee Matters” beginning on page [●] of this joint proxy statement/prospectus for more detail about these employee-related interests.

Restricted Stock Unit and Deferred Stock Units Held by Non-Employee Directors

As of June 10, 2015, TWC’s non-employee directors held an aggregate of 31,521 deferred stock units and 188,633 restricted stock units, which were granted pursuant to the 2006 Plan and the 2011 Plan, including the amendments thereto and award agreements thereunder, which are referred to in this joint proxy statement/prospectus as the Director Equity Arrangements.

Under the Director Equity Arrangements, upon a change in control of TWC, as defined therein, restricted stock units and deferred stock units held by such directors will become payable, along with any retained distributions credited thereto (generally to reflect dividends or distributions other than regular cash dividends), if applicable, and are settled as soon as practicable following such change in control. The completion of the mergers will be a change in control under the Director Equity Arrangements, and such awards will be cancelled in exchange for a cash payment which will be determined in accordance with the methodology described in “The Merger Agreement—Treatment of TWC Equity Awards” beginning on page [●] of this joint proxy statement/prospectus.

In addition, to the extent such payment (a) constitutes a “parachute payment” under Section 280G of the Code and (b) would be subject to the excise tax imposed by Section 4999 of the Code, then such payment shall either be made (i) in full or (ii) in such lesser amount that would result in no portion thereof being subject to the Section 4999 excise tax, whichever of the foregoing (taking into account all applicable taxes), results in the individual’s receipt on an after-tax basis, of the greatest amount of total compensation, notwithstanding that all or some portion of the payments may be taxable under Section 4999. This provision, including as applied under any other plans, agreements or arrangements to any executive officer or other vesting or payment events, is referred to in this joint proxy statement/prospectus as a “Golden Parachute Modified Cutback.” For illustrative purposes, if the completion of the mergers were to have occurred on June 10, 2015, the latest practicable date prior to the filing of this joint proxy statement/prospectus, no equity awards held by any of the non-employee directors would be cut back.

For illustrative purposes, if the completion of the mergers were to have occurred on June 10, 2015, the latest practicable date prior to the filing of this joint proxy statement/prospectus, the aggregate cash-out value of all

 

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