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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 10-Q on 11/03/2016|
(vi) the failure of a successor to the business of the Company to assume the Company’s obligations under this Agreement in the event of a Change of Control during the Term; or (vii) any change in reporting structure such that Executive no longer reports directly to the Chief Executive Officer of the Company (or, if the Company becomes a subsidiary of another entity, the Chief Executive Officer of the ultimate parent entity).
(p)“Notice of Termination” shall have the meaning set forth in Section 10(b).
(q)“Non-renewal Notice” shall have the meaning set forth in Section 2.
(r)“Person” shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the Exchange Act.
(r)“Plan” shall mean the Company’s 2009 Stock Incentive Plan, as amended by the Company from time to time, and any successor thereto.
(s)“Term” shall have the meaning set forth in Section 2.
2.Employment Term. The Company hereby continues to employ Executive, and Executive hereby accepts continued employment, under the terms and conditions hereof, for the period (the “Term”) beginning on the Effective Date and terminating upon the earlier of (i) the fifth anniversary of the Effective Date (the “Initial Term”) and (ii) the Date of Termination as defined in Section 1(j). The Company may, in its sole discretion, extend the term of this Agreement for additional one (1)-year periods. If the Company fails to provide Executive with at least one hundred eighty (180) days’ notice prior to the end of the Initial Term or any extension thereof of the Company’s intent to not renew this Agreement (the “Non-renewal Notice”), the Initial Term or any previous extension thereof shall be extended one day for each day past the one hundred eightieth (180th) day prior to the end of the Initial Term or any extension thereof on which a Non-renewal Notice is not provided; provided that, if the Company fails to provide any Non-renewal Notice and does not extend the term of this Agreement as of the last day of the Initial Term or any extension thereof, the Non-renewal Notice shall be deemed to have been given to Executive on the last day of the term of this Agreement.
3.Position and Duties.
(a)During the Term, Executive shall serve as the Executive Vice President and Chief Financial Officer of the Company; shall have the authorities, duties and responsibilities customarily exercised by an individual serving in those positions at an entity of the size and nature of the Company; shall be assigned no duties or responsibilities that are materially inconsistent with, or that materially impair his ability to discharge, the foregoing duties and responsibilities; shall have such additional duties and responsibilities (including service with affiliates of the Company) reasonably consistent with the foregoing, as may from time to time reasonably be assigned to him by the Chief Executive Officer.
(b)During the Term, Executive shall devote substantially all of his business time and efforts to the business and affairs of the Company. However, nothing in this Agreement shall preclude Executive from: (i) serving on the boards of a reasonable number of business entities, trade associations and charitable organizations, (ii) engaging in charitable activities and