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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/19/2016|
(but for the operation of this sentence) as a result of the acquisition of Shares or voting securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or voting securities which increases the percentage of the then outstanding Shares or voting securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.
Unless otherwise provided in an employment agreement between the Participants and the Company, if a Participants employment is terminated (A) by the Company without Cause within the thirty (30) day period immediately preceding a Change in Control or (B) by the Company without Cause preceding a Change in Control at the written request of a third party (or such third partys agent) who has indicated an intention or taken steps reasonably calculated to effect a Change in Control, such termination shall be deemed to have occurred after a Change in Control for purposes of this Plan provided a Change in Control shall actually have occurred.
Code means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder shall include such section or regulation, any valid regulation or other guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
Committee means at least one committee, as described in Section 3.1, appointed by the Board from time to time to administer the Plan and to perform the functions set forth herein.
Company means Charter Communications, Inc., a Delaware Corporation.
Director means a director of the Company.
(a) in the case of a Participant whose employment with the Company or a Subsidiary is subject to the terms of an employment agreement between such Participant and the Company or Subsidiary, which employment agreement includes a definition of Disability (or similar term), the term Disability as used in this Plan or any Agreement shall have the meaning set forth in such employment agreement during the period that such employment agreement remains in effect; or
(b) in all other cases, the term Disability as used in this Plan or any Agreement shall mean a physical or mental infirmity which impairs the Participants ability to perform substantially his or her duties, and for which the Participant is also receiving benefits under the Companys long-term disability plan, if any, then in effect.
Notwithstanding the foregoing, for 409A Awards that are settled or distributed upon a Disability, Disability shall mean that a Participant is disabled under Treasury Regulation Section 1.409A-3(i)(4)(i).
Division means any of the operating units or divisions of the Company or Subsidiary designated as a Division by the Committee in its discretion.