SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January
9, 2006
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
|
000-27927
|
43-1857213
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
|
12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT.
Effective
January 9, 2006, Charter Communications, Inc. ("Charter") entered into a
retention agreement with Paul E. Martin, its Senior Vice President, Interim
Chief Financial Officer, Principal Accounting Officer and Corporate Controller,
in which Mr. Martin agreed to remain as interim Chief Financial Officer until
at
least March 31, 2006 or such time as Charter reassigns or terminates his
employment, whichever occurs first ("Termination Date"). On the Termination
Date, Charter will pay Mr. Martin a special retention bonus in a lump sum
of
$116,200. This special retention bonus is in addition to any amounts due
to Mr.
Martin under the 2005 Executive Bonus Plan and to any other severance amounts,
set forth below. Mr. Martin will not participate in any executive incentive
or
bonus plan for 2006 unless otherwise agreed to by the parties.
In
addition, pursuant to this agreement, Charter will treat (a) any termination
of
Mr. Martin's employment by Charter without Cause, and other than due to Death
or
Disability, as such terms are defined in his previously-executed Employment
Agreement, after January 1, 2006, and (b) any termination by Mr. Martin of
his
employment for any reason after April 1, 2006 (including voluntary resignation),
as if his employment terminated without Cause and Charter will pay as severance
to Mr. Martin an amount calculated pursuant to his Employment Agreement on
the
basis of his base salary as Controller and without regard to any additional
compensation he had been receiving as interim Chief Financial Officer. He
will
also receive three months of outplacement assistance at a level and from
a
provider selected by Charter in its sole discretion. Please see the full
text of
Mr. Martin's retention agreement which is filed herewith as Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit
Number
|
Description
|
|
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99.1
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Retention
Agreement of Paul E. Martin.*
|
*
filed herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated:
January 10, 2006
|
|
By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive Vice President and General
Counsel
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Exhibit
Index
|
Exhibit
Number
|
Description
|
|
|
99.1
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Retention
Agreement of Paul E. Martin.*
|
*
filed herewith
Exhibit
99.1
January
9, 2006
Mr.
Paul
Martin
Charter
Communications, Inc.
12405
Powerscourt Drive
St.
Louis, MO 63131
Dear
Paul:
I
am
writing as a follow-up to our discussions concerning the terms under which
you
would agree to remain employed as the interim Chief Financial Officer of
Charter
Communications, Inc. ("Charter" or the "Company") until at least March 31,
2006.
Based on our discussions, Charter is willing to provide the following retention
and severance benefits to you upon the terms and subject to the conditions
set
out below in this letter:
1. You
agree to remain employed in
good standing as the interim Chief Financial Officer of the Company until
at
least March 31, 2006 or such time as the Company reassigns you or terminates
your employment, whichever occurs first (the "Termination Date"). Any agreement
for you to continue as Chief Financial Officer after March 31, 2006 would
be
subject to further discussions.
2.
Until
the Termination Date, you will be compensated in accordance with the terms
of
your April 2005 letter agreement. This includes eligibility for a bonus under
the 2005 Executive Bonus Plan on the terms set out in your April 2005 letter
agreement and your Employment Agreement. You will not participate in any
executive incentive or bonus plan for 2006 unless otherwise agreed by the
parties.
3.
In
return for your agreement to remain employed in good standing as the interim
Chief Financial Officer of the Company until the Termination Date, Charter
will
provide you the following upon the terms and conditions of this letter
agreement: (i) Charter will pay you on the Termination Date, as a special
retention bonus (in addition to any amounts due to you under the 2005 Executive
Bonus Plan) , a lump sum of $116,200, less withholding for applicable taxes
and
deductions; and (ii) for purposes of your Employment Agreement with the Company,
Charter will treat (a) any termination of your employment by Charter after
January 1, 2006, other than for Cause, Death or Disability, and (b) any
termination by you of your employment after April 1, 2006 for any reason
(including your voluntary resignation), as if your employment terminated
without
Cause as called for by Section 5.5.1 of your existing Employment Agreement
provided
that
(x) the
payment under Section 5.5.1 (a) will be calculated on the basis of your base
salary as Controller and without regard to the additional compensation you
have
been receiving as interim CFO under your April 2005 letter agreement; (y)
Section 5.5.1 (b) of your agreement will not be applicable; and (z) you will
receive 3 months of outplacement assistance at a level and from a provider
selected by Charter in its sole discretion. The special retention bonus
described in 3 (i) above is contingent upon your executing and delivering
to
Charter, as of the Termination Date, the same standard separation agreement
called for by Section 5.6 of your Employment Agreement with Charter (including
a
general release and waiver of all claims) with such changes and additions
as
Charter considers appropriate, and all conditions to the effectiveness of
any
such release having been satisfied. Payment of the retention and separation
payments and other benefits described above will be delayed or structured
to
the
extent you so request in such a manner as to avoid any adverse tax consequences
of Section 409A of the Internal Revenue Code with respect to such payments
and
to otherwise comply with Section 409A.
4.
During
your employment with the Company you will continue to hold such offices and
serve in such executive capacities as Charter may from time to time specify
at
the pleasure of the Board of Directors, will comply with the terms of your
April
2005 letter agreement with Charter, and will perform, to the best of your
ability, all executive duties, functions and assignments as the Company may
assign to you from time to time. You will cooperate and assist in transitioning
your duties to one or more other officers and provide such information as
may be
necessary for these executives to become fully acquainted with the details
of
the Company’s financial systems, condition and operation and perform the duties
being transitioned to them. You will perform all of your duties in accordance
with applicable laws and regulations and Company policies and the terms of
your
Employment Agreement and your April 2005 letter agreement. Employment will
be on
a full time basis unless otherwise agreed.
5.
You
will receive continuing vacation benefits for your time on the payroll and
will
be paid for any awarded but unused vacation as of your separation date, in
accordance with Charter’s standard policy and the terms of your Employment
Agreement.
6.
The
agreement to provide the payments and benefits set out above satisfy any
rights
or claims you may have under your Employment Agreement with Charter or otherwise
in connection with your employment or termination. You reaffirm your obligations
under and agree to remain bound by and to comply with the provisions of Sections
6, 7 and 8.2 of your Employment Agreement with Charter, and agree those
provisions continue to apply to you, notwithstanding any termination of your
employment, the reason for any termination of your employment, or any act,
promise, decision, fact or conduct occurring prior to this date.
7.
The
Company will continue to provide you with any rights to indemnification
contained in any of the Company’s organizational documents or in any corporate
resolution extending indemnification rights to you.
8.
This
letter agreement supplements and amends the terms of your Employment Agreement
with Charter and the April 2005 letter agreement.
This
proposal is being entered into in order to resolve any outstanding issue
between
the parties on the matters addressed herein. Neither this letter, nor any
of its
terms constitute or should be construed as any admission or concern as to
fault,
liability or wrongdoing by any party, all of which are denied.
-2-
If
the
above terms are acceptable to you, then please sign below where indicated
and
return the signed letter to me. We will consider this proposal rejected if
you
do not sign and return this letter to me within 7 days of the date of this
letter.
Sincerely,
CHARTER
COMMUNICATIONS, INC.
By
/s/
Grier C.
Raclin
Date
January
9,
2006
Grier
C.
Raclin
Mutually
Agreed Acceptance Date
EVP and General Counsel
Accepted
and agreed as of a date mutually agreed upon
By
/s/
Paul
Martin
Paul
Martin
cc. Neil
Smit
Lynne
Ramsey
Tim
White
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