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S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 06/22/1999
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            7.2.9 will cause its appropriate Affiliates to be bound by and
comply with the provisions of this Section 7.2 to the extent such Affiliates
own, operate or manage any of the IPSE Assets, IPSE Systems, Charter Assets or
Charter Systems, as the case may be.

      7.3 Employees.

            7.3.1 Except as set forth in this Section 7.3.1, each Party may, but
shall have no obligation to employ or offer employment to, any employee of the
other Party's Cable Business. Within 30 days after the date of execution of this
Agreement, each Party shall provide to the other a list of all employees of its
Systems (collectively for each Party, its "System Employees") as of a recent
date, showing the original hire date, the then-current positions and rates of
compensation and whether the employee is subject to an employment agreement, a
collective bargaining agreement or represented by a labor organization. Within
60 days after the date of execution of this Agreement (but in no event less than
30 days after receipt of such list), or such other date as the Parties may
agree, the Party receiving such list will provide to the other in writing a list
of the other's System Employees such Party or its Affiliates will employ
following the Closing, subject only to the evaluations permitted by this
Section. Each Party agrees, and shall cause its appropriate Affiliates, to
cooperate in all reasonable respects with the other Party to allow the other
Party or its Affiliates to evaluate its System Employees to make hiring
decisions. In this regard, each Party shall have the opportunity to make such
appropriate prehire investigation of each of such other Party's System
Employees, as it deems necessary, including, subject to obtaining the consent of
such System Employee, the right to review personnel files and conduct background
checks and the right to interview such employees during normal working hours so
long as such interviews are conducted after notice to the other Party and do not
unreasonably interfere with the other Party's operations. Each Party will use
its good faith efforts to obtain the consent of each of its System Employees to
allow the other Party to review personnel files and to conduct background checks
in connection with the foregoing. Each Party or its Affiliates may, if it
wishes, condition any offer of employment upon the employee's passing a
pre-placement physical examination (including drug screening test) and the
completion of a satisfactory background check. The Party requesting such
examination shall bear the expense of such examination but the other Party
shall, upon reasonable notice, cooperate in the scheduling of such examinations
so long as the examinations do not unreasonably interfere with the other Party's
operations. As of the Closing Date, each Party shall have no obligation to the
other Party, its Affiliates or to the other Party's employees, with regard to
any employee it has determined not to hire. Notwithstanding any of the
foregoing, each Party agrees not to solicit for employment, without the written
consent of the other, any employee listed on Schedule 7.3 or any other employee
of the other Party whose position is System manager or higher.

            7.3.2 Each Party, or its appropriate Affiliate, will pay to all of
its System Employees all compensation, including salaries, commissions, bonuses,
deferred

                                           IPSE/Charter Asset Exchange Agreement


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