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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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75% will vest 1/36 on the first day of each of the 36 months commencing on the
first day of the thirteenth month following December 23, 1998. The terms of
these options provide that immediately following the issuance of Charter
Communications Holding Company membership units, these units will automatically
convert to shares of Class A common stock. This exchange will occur on a
one-for-one basis, as described under "Description of Capital Stock and
Membership Units -- Exchange Agreements".
 
     Charter Investment, Inc. 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.
 
     If the agreement expires because Charter Investment, Inc. gives Mr. Kent
notice of its intention not to extend the initial term, or if the agreement is
terminated by Mr. Kent for good reason or by Charter Investment, Inc. without
cause:
 
     - Charter Investment, Inc. will pay to Mr. Kent an amount equal to the
       aggregate base salary due to Mr. Kent for the remaining term and the
       board will consider additional amounts, if any, to be paid to Mr. Kent;
       and
 
     - any unvested options of Mr. Kent shall immediately vest.
 
     Charter Investment, Inc. will assign Mr. Kent's employment agreement to
Charter Communications, Inc. and Charter Communications, Inc. will assume all
rights and obligations of Charter Investment, Inc. under the agreement, except
with respect to the grant of options, which will be obligations of Charter
Communications Holding Company.
 
     Charter Communications, Inc. will enter into a consulting agreement with
Howard L. Wood, who will become a director of Charter Communications, Inc. upon
the closing of the offering. The consulting agreement will become effective upon
the closing of the offering and will have a one-year term with automatic
one-year renewals. Under this agreement, Mr. Wood will provide consulting
services to Charter Communications, Inc. and will also be responsible for such
other duties as our Chief Executive Officer determines. During the term of this
agreement, Mr. Wood will receive annual cash compensation initially at a rate of
$60,000. In addition, Mr. Wood will be entitled to receive disability and health
benefits as well as use of an office and a full-time secretary.
 
     Charter Communications, Inc. will enter into a consulting agreement with
Barry L. Babcock, one of our founders and former Vice Chairman. The consulting
agreement will expire in March 2000. Under this agreement, Mr. Babcock will
provide consulting services to Charter Communications, Inc. and will be
responsible for such other duties as our Chief Executive Officer determines.
During the term of this agreement, Mr. Babcock will receive monthly cash
compensation at a rate of $10,000 per month. In addition, Mr. Babcock will be
entitled to receive disability and health benefits as well as the use of an
office and secretarial services, upon request.
 
     Charter Communications, Inc. will indemnify and hold harmless Mr. Wood and
Mr. Babcock to the maximum extent permitted by law from and against any claims,
 
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