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CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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that become due and payable concurrently with, or as a result of, the
consummation of the Closing.

         6.8 Retention and Access to the Falcon Companies' Records. Except as
provided in Section 6.10(c)(1), Sellers shall, for a period of four years from
the Closing Date, have access to, and the right to copy, at its expense, during
usual business hours upon reasonable prior notice to Buyer, all of the books and
records relating to the Falcon Companies, Assets and Systems that were
transferred to Buyer pursuant to this Agreement. Buyer shall retain and preserve
all such books and records for such four year period. Subsequent to such four
year period, Buyer shall only destroy such books and records if there is no
ongoing litigation, governmental audit or other proceeding, and subsequent to
thirty days' notice to Sellers of their right to remove and retain such books
and records or to copy such books and records prior to their destruction.

          6.9 Employee Matters.

                  (a) Falcon shall terminate, effective as of the Adjustment
Time, the employment of each Headquarters Employee who remains in employment as
of the Closing other than those Headquarters Employees designated in a written
notice delivered by Buyer to Sellers not later than 60 days after the date of
this Agreement. Seller shall provide affected Headquarters Employees, and other
parties entitled to receive notice, such notice as may be required under the
Worker Adjustment and Retraining Notification Act promptly following receipt of
written notice from Buyer described in the preceding sentence. Buyer shall
indemnify and hold harmless Sellers from and against any and all liability
arising out of either Buyer's failure to provide such notice not later than 60
days after the date of this Agreement or the termination of the employment of
any Headquarters Employee, except for the payment of compensation and severance
benefits, as provided in Section 6.9(b) below.

                  (b) On or prior to Closing, Falcon shall pay any and all
compensation owing to Headquarters Employees for any time period prior to and
including the Closing, including any wages, salaries, bonuses and payments under
any Compensation Arrangement owing to such employees. On or prior to the
Closing, subject to the adjustment provided in 2.4(b)(viii), Falcon will pay
each of the Headquarters Employees (including Headquarters Employees who decline
continued employment with Buyer), other than (i) those employees identified on
Schedule 6.9 and (ii) those Headquarters Employees whose employment will not be
terminated in accordance with Section 6.9(a) above (the "Transferred
Headquarters Employees"), severance pay on such terms and in such amounts as
Falcon may determine in its sole discretion. On or prior to the Closing, Falcon
will terminate the Falcon Communications, L.P. 1993 Incentive Performance Plan
and provide for the payment of all benefits due under the terms of such plan and
provide for the payment of any amounts due under the Falcon Communications, L.P.
Key Executive Equity Program and any such program sponsored by any Falcon

                  (c) At Closing, Falcon shall provide Buyer a schedule setting
forth a severance pay amount for each Transferred Headquarters Employee. Upon
the termination of employment for