This CONSULTING AGREEMENT is made as of the _____ day of October, 1999
by and between Barry L. Babcock, an individual residing in the State of Missouri
(the "CONSULTANT"), and Charter Communications, Inc., a Delaware corporation
W I T N E S S E T H:
WHEREAS, CCI desires to have the benefits of the Consultant's knowledge
and experience in the cable television industry by having the Consultant render
consulting services to CCI on the terms and conditions set forth herein;
WHEREAS, the Consultant desires to render services to CCI on the terms
and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth, the parties hereto hereby agree as follows:
1. Duties. CCI hereby agrees to retain the Consultant as a consultant to CCI
and the Consultant agrees to render consulting services to CCI subject to the
terms and conditions hereof. The Consultant shall provide such consulting
services and shall be responsible for such duties as the President and Chief
Executive Officer ("CEO") of CCI may reasonably determine from time to time.
2. Term. The term of this Agreement shall commence as of the date hereof and
shall terminate on March 31, 2000
(the "INITIAL TERM"); provided, however, that
this Agreement may be extended as mutually agreed by the CEO and the Consultant.
3. Consideration for Consulting Services.
3.1 Cash Compensation. During the Initial Term of this Agreement, in
consideration of the Consultant's willingness to be available to provide
consulting services to CCI, CCI shall pay the Consultant monthly compensation at
the rate of ten thousand dollars ($10,000) or such higher rate as may from time
to time be determined by the CEO in his discretion, which shall be payable on
the first day of each month.
3.2 Benefit Plans. To the extent permitted by applicable law and the
documents governing the plans referred to in this sentence, the Consultant shall
be entitled to participate in any disability and health insurance plan of CCI.
In the event the Company is prohibited by applicable law or the terms of the
plan documents referred to above from such insurance, CCI shall pay an amount to
the Consultant, as mutually