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
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ARTICLE I
ESTABLISHMENT AND PURPOSE
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1
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Plan History
and Effective Date of Restatement
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ARTICLE III
PARTICIPATION
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4
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ARTICLE IV
RETIREMENT SAVINGS BENEFITS
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4
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Salary
Reduction Contributions
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Salary
Reduction Accounts
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Salary
Reduction Contributions and Salary Reduction Accounts –
Deemed Investment
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ARTICLE V
PAYMENT OF BENEFITS
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6
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General
Payment Provisions
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Time of
Payment for Salary Reduction Accounts
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ARTICLE VI
SOURCES OF PAYMENTS
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9
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ARTICLE VII
PLAN ADMINISTRATOR
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9
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ARTICLE VIII
NONALIENATION OF BENEFITS
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9
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ARTICLE IX
AMENDMENT AND TERMINATION
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10
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ARTICLE X
GENERAL PROVISIONS
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10
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Plan Not a
Contract of Employment
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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.
“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.
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
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
