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SEC Filings

8-K
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016
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EX-10.5

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), by and among Charter Communications, Inc., a Delaware corporation (the “Company”), and Thomas Rutledge (“Executive”), is dated and effective as of May 17, 2016 (the “Effective Date”).

RECITALS:

WHEREAS, Executive and the Company are party to an employment agreement dated and effective as of December 19, 2011, as amended as of February 11, 2016 (the “Prior Employment Agreement”);

WHEREAS, Executive and the Company (the “Parties”) desire to enter into this Agreement, as an amendment and restatement of the Prior Employment Agreement in order for the Company and its affiliates to continue to engage the services of Executive and Executive desires to serve the Company on the terms herein provided;

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement and the transactions contemplated by the Contribution Agreement (each as defined below), CCH I, LLC (which will be renamed Charter Communications, Inc., “New Charter”) may assume this Agreement and employ and engage Executive as its Chairman of the Board of Directors, President and Chief Executive Officer; and

WHEREAS, Executive’s agreement to the terms and conditions of Sections 13, 14 and 15 are a material and essential condition of Executive’s employment with the Company under the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the Parties agree as follows:

1. Certain Definitions.

(a) “Annual Base Salary” shall have the meaning set forth in Section 5.

(b) “Board” shall mean the Board of Directors of the Company.

(c) “Bonus” shall have the meaning set forth in Section 6.

(d) The Company shall have “Cause” to terminate Executive’s employment hereunder upon:

(i) Executive’s willful breach of a material obligation or representation under this Agreement, Executive’s willful breach of any fiduciary duty to the Company, or any act of fraud or willful and material misrepresentation or concealment upon, to or from the Company or the Board, in each case which causes, or should reasonably be expected (as of the time of such occurrence) to cause, substantial economic injury to or substantial injury to the business or reputation of the Company;