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SUPPLEMENTAL DEFERRED COMPENSATION PLAN

Addendum or Modifications

SUPPLEMENTAL DEFERRED COMPENSATION PLAN | Document Parties: CHARTER COMMUNICATIONS, INC. /MO/ | CHARTER COMMUNICATIONS, INC You are currently viewing:
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CHARTER COMMUNICATIONS, INC. /MO/ | CHARTER COMMUNICATIONS, INC

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Title: SUPPLEMENTAL DEFERRED COMPENSATION PLAN
Governing Law: Missouri     Date: 9/2/2011
Industry: Broadcasting and Cable TV     Sector: Services

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Exhibit 10.1

 

 

 

 

 

 

 

 

 

CHARTER COMMUNICATIONS, INC.

 

 

SUPPLEMENTAL DEFERRED COMPENSATION PLAN

 

 

(Amended and Restated as of September 1, 2011)

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

CHARTER COMMUNICATIONS, INC.

SUPPLEMENTAL DEFERRED COMPENSATION PLAN

 

TABLE OF CONTENTS

 

ARTICLE I ESTABLISHMENT AND PURPOSE

1

 

 

1.1

Purpose

1

 

1.2

Type of Plan

1

 

 

1.3

Plan History and Effective Date of Restatement

1

 

ARTICLE II DEFINITIONS

1

 

ARTICLE III PARTICIPATION

4

 

 

3.1

Eligible Employee

4

 

3.2

Participating Employer

4

 

ARTICLE IV RETIREMENT SAVINGS BENEFITS

4

 

 

4.1

Salary Reduction Contributions

4

 

4.2

Salary Reduction Accounts

5

 

 

4.3

Hypothetical Investments

5

 

4.4

Salary Reduction Contributions and Salary Reduction Accounts – Deemed Investment

6

 

 

4.5

Valuation

6

 

4.6

Vesting

6

 

ARTICLE V PAYMENT OF BENEFITS

6

 

 

5.1

General Payment Provisions

6

 

5.2

Time of Payment for Salary Reduction Accounts

7

 

 

5.3

Death Benefits

8

 

5.4

Actual Date of Payment

8

 

ARTICLE VI SOURCES OF PAYMENTS

9

 

ARTICLE VII PLAN ADMINISTRATOR

9

 

 

7.1

Plan Administrator

9

 

7.2

Standard of Conduct

9

 

ARTICLE VIII NONALIENATION OF BENEFITS

9

 

ARTICLE IX AMENDMENT AND TERMINATION

  10

 

ARTICLE X GENERAL PROVISIONS

  10

 

 

10.1

Plan Not a Contract of Employment

  10

 

10.2

Successors

  10

 

 

 

 

 

 

 

 

 

- i -


 

 

 

 

 

 

10.3

Official Actions

  10

 

10.4

Liability

  11

 

 

 

 

 

 

10.5

Governing Law

  11

 

10.6

Construction

  11

 

 

 

 

 

 

 

 

10.7

Severability

  11

 

10.8

Withholding

  11

 

 

 

 

 

 

 

 

- ii -


 

 

 

 

CHARTER COMMUNICATIONS, INC.

SUPPLEMENTAL DEFERRED COMPENSATION PLAN

 

 

ARTICLE I

ESTABLISHMENT AND PURPOSE

 

1.1   Purpose. The Charter Communications, Inc. Supplemental Deferred Compensation Plan (the “Plan”) is intended to provide benefits to employees whose participation in the Charter Communications, Inc. 401(k) Plan (the “401(k) Plan”) is limited because of certain discrimination rules imposed by the Code on qualified plans that limit the participation of certain highly compensated employees.

 

1.2   Type of Plan.  For federal income tax purposes, the Plan is intended to be a nonqualified, unfunded deferred compensation plan.  For purposes of the Employee Retirement Income Security Act of 1974 (“ERISA”) the Plan is intended to be a plan described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA providing benefits to a select group of management or highly compensated employees.

 

1.3   Plan History and Effective Date of Restatement.

 

The Plan, which was originally effective December 1, 1996, was amended as of January 1, 2000, amended and restated as of January 1, 2002, and amended and restated as of January 1, 2005 to comply with the requirements of Section 409A of the Code.  The Plan was further amended to freeze participation and deferrals of compensation effective January 1, 2008.  The Sponsor now desires to amend and completely restate the Plan to again permit deferrals of compensation and to make such other changes as the Sponsor finds necessary or desirable.

 

This 2011 Restatement is generally effective September 1, 2011 the (“Effective Date”), except as otherwise explicitly provided in this document.

 

 

 

 

ARTICLE II

DEFINITIONS

 

Unless otherwise expressly defined by the terms or the context of the Plan, the terms used in the Plan shall have the same meanings as those terms in the 401(k) Plan.

 

“Aggregate Salary Reduction Accounts” shall mean all of a Participant’s Grandfathered Salary Reduction Accounts and Salary Reduction Accounts.

 

“Base Pay” shall mean any compensation payable by an Employer to an Eligible Employee as base salary pursuant to the Employer’s normal payroll practices before reduction for amounts deferred under the Employer’s qualified retirement plans or Code Section 125 plans.  Base Pay payable after the end of a Plan Year for services performed during the final payroll period of the preceding Plan year shall be treated as Base Pay for services in the subsequent Plan Year.

 

 

 

 


 

 

“Benefit Amount” shall mean the amount payable to a Participant pursuant to the Plan, which is the total amount credited to the Aggregate Salary Reduction Accounts of the Participant as of the date of the determination.

 

“Board” shall mean the Board of Directors of the Sponsor.

 

“Bonus Pay” shall mean amounts payable to an Eligible Employee under the annual cash incentive plan of the Employer, prior to reduction for amounts deferred under the Employer’s qualified retirement plans or Code Section 125 plans.  Bonus Compensation does not include other types of remuneration, such as long-term incentive pay or restricted stock awards.

 

Change in Control ” shall mean one of the following events which causes an Employer to cease to be a member of the controlled group of corporations that includes the Sponsor:

 

(i)           The acquisition by one person, or more than one person acting as a group, of ownership of stock of the Employer that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Employer;

 

(ii)           The acquisition by one person, or more than one person acting as a group, of ownership of stock of the Employer, that together with stock of the Employer acquired during the twelve-month period ending on the date of the most recent acquisition by such person or group, constitutes 30% or more of the total voting power of the stock of the Employer; or

 

(iii)           A majority of the members of the Employer’s board of directors is replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Employer’s board of directors before the date of the appointment or election.

 

Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering.  However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Employer.

 

This definition of Change in Control shall be interpreted in accordance with, and in a manner that will bring the definition into compliance with, the regulations under Section 409A of the Code.

 

“Code” shall mean the Internal Revenue Code of 1986, as amended and all valid regulations thereunder.  Reference to a section of the Code shall include that section and any comparable section or sections of any future legislation that amends, supplements or superseded said section.

 

“Covered Compensation” shall mean, as applicable, Base Pay or Bonus Pay.

 

“Designated Pay-Out Schedule” shall have the meaning specified in Section 5.1.

 

“Employer” shall mean the Sponsor and any other business entity affiliated with the Sponsor whose employees are eligible to participate in the 401(k) Plan with the consent of the Sponsor.

 

 

 

- 2 -


 

 

“Grandfathered Salary Reduction Accounts ” shall mean the Salary Reduction Accounts established for a Participant under the Plan with respect to amounts deferred under the Plan prior to January 1, 2005.

 

“Investment Direction” shall mean a Participant’s direction to the recordkeeper of the Plan, in the form and manner prescribed by the Plan Administrator, in accordance with either written directions or directions made through the recordkeeper’s telephone or internet system directing which Investment Funds will be credited with his or her deferred compensation and any earnings thereon.

 

“Investment Funds” shall mean the hypothetical investment funds, as determined from time to time by the Sponsor or the Plan Administrator.

 

“Participant” shall mean an Eligible Employee, as described in Section 3.1 below, including a former employee, who has elected to participate in this Plan and who continues to have rights to benefits under this Plan, or whose beneficiaries may be eligible to receive benefits under this Plan.

 

“Plan Administrator” shall have the meaning specified in Section 7.1.

 

“Plan Year” shall mean the calendar year.

 

“Salary Reduction Contribution” shall have the meaning specified in Section 4.1.

 

“Salary Reduction Accounts” shall mean the accounts established pursuant to Section 4.2 with respect to the amounts a Participant defers under the Plan on or after January 1, 2005.

 

“Specified Employee” shall mean a specified employee as defined in Treas. Reg. §1.409A-1(i) (generally, officers earning more than $130,000 per year, as indexed for inflation for years after 2002 ($160,000 for 2011), who are among the fifty (50) highest paid employees).

 

“Sponsor” shall mean Charter Communications, Inc.

 

“Termination of Employment” means separation from service with the Sponsor and its affiliates (generally 50% common control with the Sponsor), as defined in IRS regulations under Section 409A of the Code (generally, a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period, and disregarding leave of absences up to six months where there is a reasonable expectation the employee will return).

 

“Valuation Date” shall have the meaning specified in Section 4.2.

 

 

 

- 3 -


 

 

 

ARTICLE III

PARTICIPATION

 

3.1   Eligible Employee. Any employee who is selected by the Plan Administrator to participate in the Plan shall be an Eligible Employee on and after such time.  An individual who has become an Eligible Employee shall cease to be an Eligible Employee effective as of any date designated by the Plan Administrator.  However, an Eligible Employee who makes an irrevocable election to participate for a Plan Year shall remain an Eligible Employee for the remainder of that Plan Year regardless of whether such individual is subsequently classified as ineligible.

 

3.2   Participating Employer. An Employer shall adopt the Plan by consenting to the election to participate of an Eligible Employee who is an employee of such entity.  Any such business entity that adopts this Plan agrees to the terms and conditions of this Plan as amended from time to time by the Sponsor and to the rules and procedures established by the Plan Administrator appointed by the Sponsor.

 

 

ARTICLE IV

RETIREMENT SAVINGS BENEFITS

 

4.1   Salary Reduction Contributions. Each Eligible Employee for a Plan Year may elect to have his or her Covered Compensation deferred through payroll withholding of an amount (expressed in whole percentages of Base Pay and/or Bonus Pay) up to 25% of Base Pay and/or Bonus Pay in accordance with this Section (referred to as a “Salary Reduction Contribution”).  An Eligible Employee may make separate deferral elections with respect to Base Pay and Bonus Pay.  The Plan Administrator, in its discretion, may prescribe all appropriate election rules and procedures.  An election under this selection shall be in writing or an electronic submission on a form delivered to the Eligible Employee by the Plan Administrator.

 

(a)             Deferrals of Base Pay .  An Eligible Employee may elect to defer his or her Base Pay by filing an election form with the Plan Administrator by the close of the calendar year preceding the year in which the Eligible Employee performs the services giving rise to the Base Pay to be deferred.  Such election shall be irrevocable as of December 31 of the calendar year preceding the calendar year to which such election applies.  An Eligible Employee must make a new election to defer Base Pay for each subsequent calendar year.  An Eligible Employee who fails to file an election form with the Plan Administrator by the close of each calendar year election period will be deemed to have elected to defer 0% of Base Pay for the subsequent calendar year.

 

(b)             Deferrals of Bonus Pay .  An Eligible Employee may elect to defer his or her Bonus Pay by filing an election form with the Plan Administrator in accordance with the rules described under Section 4.1(a) with respect to Base Pay.

 

(c)             First Year of Eligibility .  In the case of an employee who first becomes eligible to participate in the Plan, the election must be submitted within thirty days following the date of such initial eligibility.  For purposes of determining an employee’s first date of eligibility, all other plans maintained by the Employer shall be aggregated with the Plan to the extent required by Code Section 409A.  The election, once made, shall be irrevocable for the Plan Year.

 

For 2011, in accordance with Treas. Reg. §1.409A-2(a)(7)(ii), all Eligible Employees shall be treated as newly eligible to participate in the Plan and may submit elections pursuant to defer

 

 

 

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Covered Compensation earned on or after the effective date of this 2011 Restatement pursuant to procedures established by the Plan Administrator.

 

4.2   Salary Reduction Accounts. A separate memorandum account (the “Salary Reduction Account”) shall be established and maintained for each Participant with respect to deferred compensation payable pursuant to the Plan from each respective entity that is an Employer of such Participant.  The Plan Administrator shall record the dollar amount of the Salary Reduction Contribution of each Participant for each Plan Year to the Participant’s Salary Reduction Account e


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