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424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/01/1999
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EMPLOYMENT AGREEMENTS
 
     Jerald L. Kent.  Effective as of August 28, 1998, Jerald L. Kent entered
into an employment agreement with Paul G. Allen for a three-year term with
automatic one-year renewals. The employment agreement was assigned from Mr.
Allen to Charter Investment as of December 23, 1998. Under this agreement, Mr.
Kent agrees to serve as President and Chief Executive Officer of Charter
Investment, with responsibility for the nationwide general management,
administration and operation of all present and future business of Charter
Investment and its subsidiaries. During the initial term of the agreement, Mr.
Kent will receive a base salary of $1,250,000, or such higher rate as may from
time to time be determined by the board of directors in its discretion. In
addition, Mr. Kent will be eligible to receive an annual bonus in an aggregate
amount not to exceed $625,000, to be determined by the board based on an
assessment of the performance of Mr. Kent as well as the achievement of certain
financial targets.
 
     Under the agreement, Mr. Kent is entitled to participate in any disability
insurance, pension, or other benefit plan afforded to employees generally or
executives of Charter Investment. Mr. Kent will be reimbursed by Charter
Investment for life insurance premiums up to $30,000 per year, and is granted
personal use of Charter Investment's airplane. Mr. Kent was also granted a car
valued at up to $100,000 and membership fees and dues for his membership in a
country club of his choice, but has not exercised either of these benefits. He
may exercise them in the future. Also under this agreement and a related
agreement, Mr. Kent received an option to purchase three percent (3%) of the net
equity value of Charter Communications Holding Company. The option has a term of
ten years and vested twenty-five percent (25%) on December 23, 1998. The
remaining seventy-five percent (75%) will vest 1/36 on the first day of each of
36 months commencing on the first day of the thirteenth month following December
23, 1998.
 
     Charter Investment agrees to indemnify and hold harmless Mr. Kent to the
maximum extent permitted by law from and against any claims, damages,
liabilities, losses, costs or expenses in connection with or arising out of the
performance by Mr. Kent of his duties.
 
     In the event of the expiration of the agreement in accordance with its
terms as a result of Charter Investment giving Mr. Kent notice of its intention
not to extend the initial term, or a termination of the agreement by Mr. Kent
for good reason or by Charter Investment without cause, (a) Charter Investment
will pay to Mr. Kent an amount equal to the aggregate base salary due to Mr.
Kent and the board shall consider additional amounts, if any, to be paid to Mr.
Kent and (b) any unvested options of Mr. Kent shall immediately vest.
 
     Barry L. Babcock.  Effective as of December 23, 1998, Barry L. Babcock
entered into an employment agreement with Paul G. Allen for a one-year term with
automatic one-year renewals. The employment agreement was assigned from Mr.
Allen to Charter Investment as of December 23, 1998. Under this agreement, Mr.
Babcock agrees to serve as Vice Chairman of Charter Investment with
responsibilities including the government and public relations of Charter
Investment. During the initial term of the agreement, Mr. Babcock will receive a
base salary of $625,000, or such higher rate as may be determined by the Chief
Executive Officer in his discretion. In addition, Mr. Babcock will be eligible
to receive an annual bonus to be determined by the board of directors in its
discretion. Mr. Babcock received a one time payment as part of his employment
agreement of $500,000.
 
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