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SEC Filings

PREM14A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form PREM14A on 06/26/2015
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mergers, see “—Quantification of Payments and Benefits to Charter’s Named Executive Officers” below. We estimate that the aggregate amount that would become payable to Richard Dykhouse under his employment agreement if the effective time of the mergers was June 10, 2015 and he incurred a severance-qualifying termination of employment on that date and immediately following consummation of the mergers, is $1,661,548.

Severance Plan for Senior Vice Presidents

Charter currently sponsors a severance plan for its senior vice presidents, including Kevin Howard. This plan, which was in effect prior to the Charter board of director’s evaluation and negotiation of the various transaction agreements, would provide a participant with the following severance benefits upon an involuntary termination of employment by Charter without cause, whether or not in connection with a change in control:

 

    Severance Payment. A cash severance payment equal to the participant’s annual base salary and target annual bonus, which severance payment is payable in equal installments over one year following the date of termination;

 

    Health Insurance. A lump sum payment equal to the cost of health, dental and vision insurance benefit continuation under COBRA for one year;

 

    Outplacement. Executive-level outplacement services for one year; and

 

    Prorated Annual Bonus. In addition, although not contemplated by the severance plan, in the ordinary course of business, Charter would expect to pay a prorated bonus to an executive officer upon an involuntary termination of employment by Charter without cause or a resignation for good reason.

As a condition of receiving the severance benefits under the severance plan, each participant must execute a release of claims and comply with restrictive covenants concerning noncompetition, nonsolicitation and nondisparagement.

Although it is not currently anticipated that any of Charter’s executive officers will experience a termination of employment in connection with the completion of the mergers, we estimate that the aggregate amount that would become payable to Kevin Howard under the severance plan if the effective time of the mergers was June 10, 2015 and he incurred a severance-qualifying termination of employment on that date and immediately following consummation of the mergers, is $678,930.

New Employment Agreement for Thomas Rutledge

In connection with the consummation of the proposed mergers and other transactions, Charter’s chief executive officer, Thomas Rutledge, is expected to be offered the role of chief executive officer and chairman of New Charter and a new five-year employment agreement with New Charter, the terms of which are expected to be negotiated prior to consummation of the proposed mergers and other transactions.

Beneficial Ownership of Directors and Executive Officers

Charter’s directors and executive officers hold shares of Charter Class A common stock, which will be treated like all other shares of Charter Class A common stock in the mergers. See “Certain Beneficial Owners of Charter Class A Common Stock—Security Ownership by the Charter Board of Directors and Executive Officers” beginning on page [●] of this joint proxy statement/prospectus for further details.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, following the effective time, New Charter will indemnify present and former directors and officers of Charter in connection with any claim arising out of actions or omissions occurring at or prior to the effective time to the fullest extent permitted under law, as described in “The Merger Agreement—Indemnification and Insurance.”

 

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