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SEC Filings

424B3
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form 424B3 on 09/02/1999
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          (2) a merger or consolidation of Charter Communications Holding
     Company with or into any other corporation or entity, except where Mr.
     Allen and his affiliates retain effective voting control of Charter
     Communications Holding Company; or
 
          (3) any other transactions or event, including a sale of the assets of
     Charter Communications Holding Company, that results in Mr. Allen holding
     less than 50.1% of the voting power of the surviving entity, except where
     Mr. Allen and his affiliates retain effective voting control of Charter
     Communications Holding Company.
 
     If an optionee's employment with or service to Charter Communications
Holding Company or its affiliates is terminated other than for cause prior to an
initial public offering, the optionee has the right, for a period of thirty (30)
days, to put to Charter Communications Holding Company or Mr. Allen at Mr.
Allen's option,
 
     (1) all vested options, and
 
     (2) all membership interests in Charter Communications Holding Company
owned by such optionee, whether or not obtained by the exercise of options
granted under the plan,
 
in each case at a purchase price calculated based on the fair market value of
Charter Communications Holding Company. If an optionee does not exercise his put
right as described above, Charter Communications Holding Company has the right
for a period of sixty (60) days to purchase from the optionee all vested options
at a price equal to an option spread calculated based on fair market value or,
with respect to membership interests, the fair market value of the membership
interests obtained by the exercise of any options. Any such payments would be
paid to the optionee in the form of cash or a ten-year note, at the option of
Mr. Allen or Charter Communications Holding Company.
 
     If an optionee's employment with or service to Charter Communications
Holding Company or its affiliates is terminated other than for cause prior to an
initial public offering, the optionee has the right for a period of sixty (60)
days to exercise any vested options. Any options not so exercised terminate
after this 60-day period. For all purposes under the plan, an initial public
offering includes a public offering of the common stock of Charter
Communications Holding Company's parent.
 
LIMITATION OF DIRECTORS' LIABILITY AND INDEMNIFICATION MATTERS
 
     The limited liability company agreement of Charter Holdings and the
certificate of incorporation of Charter Capital limit the liability of their
respective directors to the maximum extent permitted by Delaware law. The
Delaware General Corporation Law provides that a limited liability company and a
corporation may eliminate or limit the personal liability of a director for
monetary damages for breach of fiduciary duty as a director, except for
liability for:
 
          (1) any breach of the director's duty of loyalty to the corporation
     and its stockholders;
 
          (2) acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law;
 
          (3) unlawful payments of dividends or unlawful stock purchases or
     redemptions; or
 
          (4) any transaction from which the director derived an improper
     personal benefit.
 
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