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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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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 units, the fair market value of the membership units
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.
     Charter Communications, Inc.'s restated certificate of incorporation will
limit the liability of directors to the maximum extent permitted by Delaware
law. The Delaware General Corporation Law provides that 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
     (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
     Charter Communications, Inc.'s bylaws provide that Charter Communications,
Inc. shall indemnify all persons whom it may indemnify pursuant thereto to the
fullest extent permitted by law.
     Charter Communications, Inc. plans to enter into agreements to indemnify
its directors and officers, in addition to the indemnification provided for in
Charter Communications, Inc.'s bylaws. These agreements, among other things,
will provide for the indemnification of Charter Communications, Inc.'s directors
and officers for certain expenses (including attorney's fees), judgments, fines
and settlement amounts incurred by any such person in any action or proceeding,
including any action by or in the right of Charter Communications, Inc., arising
out of such person's services as Charter Communications, Inc.'s director or