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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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                                                                Exhibit 10.10(c)

                             AMENDMENT NO. 1 TO THE
                      CHARTER COMMUNICATIONS HOLDINGS, LLC
                                1999 OPTION PLAN


         This Amendment No. 1 (the "Amendment") to the Charter Communications
Holdings, LLC 1999 Option Plan (the "Plan"), made pursuant to action of the
Board of Directors of Charter Communications Holding Company, LLC, as assignee
of Charter Communications Holdings, LLC, and Kent (as defined in the Plan),
pursuant to Section 8.1 of the Plan, is dated as of November ___, 1999. The Plan
is hereby amended as follows:

1.   Section 1 is amended by adding the definitions of "Exchange Agreement" and
     "Public Company Value" and amending and restating the definition of "Fair
     Market Value" in its entirety, as follows:

     "(p) "Exchange Agreement" means that certain Exchange Agreement to be
entered into by and among the Public Company, CCI (now Charter Investment,
Inc.), Vulcan Cable III Inc. and Allen."

     "(r) "Fair Market Value" means the fair market value of the Company:

         (1) as determined by the Administrator prior to the consummation of an
Initial Public Offering; and

         (2) according to the following formula from and after the consummation
of an Initial Public Offering: (a) the Public Company Value, divided by (b) the
Percentage Interest of the Company represented by the Public Company's

Membership Interest."

     "(ff) "Public Company Value" means either (a) if the conditions set forth
in Sections 2.2.1 and 2.2.2 of the Exchange Agreement are satisfied, (x) the
Share Value, multiplied by (y) the total number of outstanding shares of common
stock of the Public Company, assuming the exercise of all options, warrants or
other similar rights held by any person to purchase common stock of the Public
Company; or (b) if the conditions set forth in Sections 2.2.1 and 2.2.2 of the
Exchange Agreement are not satisfied, the amount that would be distributed to
the Public Company upon the liquidation of the Company, as calculated in
accordance with Section 2.3(b) of the Exchange Agreement."