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Exhibit 10.3
SEPARATION AGREEMENT AND RELEASE
FOR JEFFREY T. FISHER
This
Separation Agreement and Release (this
“Agreement”) is entered into between Charter
Communications, Inc. (the “Company” or
“Charter”) and me, Jeffrey T. Fisher, as a
condition to my receiving payments pursuant to my Employment
Agreement with Charter dated August 1, 2007 (the
“Employment Agreement”) in connection with the
termination of my employment with Charter as of April 4, 2008
(the “Termination Date”). The Company
and I hereby agree as follows:
(a)
Payments And Benefits Payable Per The Employment Agreement
: Provided I am not terminated for breach of the terms
of this agreement or of my Employment Agreement prior thereto, I
shall remain employed by Charter pursuant to the terms of my
Employment Agreement through the Termination Date, I shall receive
salary at my current annual rate of $515,000 in bi-weekly
installments as such installments are normally paid to senior
executives (with all salary installments due but not paid prior to
my execution of this Agreement to be paid on the
first payday after all conditions in Section 15(g)
of the Employment Agreement are satisfied); I shall continue to
receive all benefits, without interruption, including, without
limitation, health insurance; and I shall continue to participate
in all medical and child care flex spending accounts I have
previously selected, all through the Termination
Date. In addition, in exchange for my execution and
delivery of this Agreement, specifically including the
effectiveness of the release set forth in section “b”
hereof (and the failure to revoke same within seven (7) days after
I sign and deliver it), the Company will provide me with the
following payments and benefits in satisfaction of the requirements
of Section 15(b) of the Employment Agreement and any other
claim I may hold against Charter or its employees:
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(i)
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The
base salary that would have been paid to me, calculated at the
current annual rate of $515,000 per annum plus target bonus, from
the date my employment is terminated through April 4, 2010 (the
“Separation Term”); provided that the total of all such
payments shall not exceed, in the aggregate, the gross amount of
$1,751,000. Subject to the provisions of
Section 15(g) of the Employment Agreement, this amount (the
“Separation Payment”) will be paid over the Separation
Term in equal bi-weekly installments on the Company’s regular
pay days for executives, commencing with the first payday after all
conditions in Section 15(g) of the Employment Agreement are
satisfied; provided that, in order to avoid the tax consequences of
Section 409A of the Internal Revenue Code of 1986 (the
“Code”), the first payment shall cover all payments
scheduled to be made to me in the bi-weekly payments that would
have been made to me for the period (the “Initial Payment
Period”) beginning on April 5, 2008 and ending on the six (6)
month anniversary of the date I have a separation from service for
purposes of Code Section 409A, and the first such payment
shall be delayed until the day after the end of the Initial Payment
Period; and provided further that if a Change of Control (as
defined within Section 1(f) of the Employment Agreement) occurs
during the twenty-four (24) month Separation Term the Company shall
immediately pay upon any such Change in Control all amounts
remaining
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payable
to me as part of the Separation Payment in the form of a lump sum
payment;
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(ii)
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A
lump sum payment (net after deduction of taxes and other required
withholdings) equal to (a) twenty-four (24) times the monthly
cost, at the time my employment is terminated, for me to receive
under COBRA the paid coverage for health, dental and vision
benefits then being provided for me and my family at the
Company’s cost at the time my employment is terminated and
(b) ten (10) days salary in lieu of a full thirty-day notice
of termination per Section 14(b) of the Employment Agreement,
This amount will be paid on the day after the last day of the
Initial Payment Period, and will not take into account future
increases in costs during the applicable time period;
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(iii)
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To
the extent authorized and permitted by the terms of the applicable
plan, any stock options previously awarded to me will continue to
vest, any restricted stock previously awarded to me shall have
their restrictions lapse and any performance shares shall continue
to vest, as called for under such plan for the Separation Term, in
accordance with the schedule attached hereto as Schedule A
. This Separation Term qualifies, in the case of a
payment under Section 15(b) of the Employment Agreement, as the
period of time during which I am receiving severance for purposes
of Section 5.4 of the Charter Communications, Inc 2001 Stock
Incentive Plan, as amended, and any applicable stock option,
restricted stock agreement or performance unit/share agreement
signed pursuant to a grant under such plan (and the payment
specified in Section 15(b) of the Employment Agreement qualifies as
“severance” for purposes of Section 5.4 of the
Charter Communications, Inc. 2001 Stock Incentive
Plan). Notwithstanding the foregoing, no stock option
shall remain exercisable beyond the latest date on which the term
of the stock option could be extended without causing the stock
option to be treated as deferred compensation subject to
Section 409A of the Internal Revenue Code; and
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(iv)
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The
full cost of up to twelve (12) months, to the extent necessary, of
executive-level out-placement services that provides, as part of
the outplacement services, the use of an office and secretarial
support as near as reasonably practicable to my
residence.
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These
payments and benefits will be paid and/or provided as and when
called for by the Employment Agreement after all conditions to
the effectiveness of this Agreement and the releases called
for by this Agreement have been satisfied. The
right to retain the same shall be subject to compliance with
this Agreement and the terms of the Employment
Agreement. In the event I die before all payments
and amounts due to me hereunder are paid, any remaining
payments will be made to my spouse, if she survives me and, if
not, then to my estate.
I
acknowledge I have received my wages per the terms of my
Employment Agreement for all time worked through and ending
April 4, 2008, and I will receive a cash payout of 12.22 hours
of
accrued
and unused vacation calculated as of April 4, 2008 at my rate
of base salary in effect as of April 4, 2008.
Complete Release : I hereby understand and agree
to the termination of all offices, directorships, manager positions
and other similar offices I hold with Charter or any of its
subsidiaries or related or affiliated corporations, limited
liability companies and partnerships and all employment by Charter
effective the close of business on April 4, 2008. In
consideration for the payments I am to receive hereunder, I
unconditionally and irrevocably release, waive and give up any and
all known and unknown claims, lawsuits and causes of action, if
any, that I now may have or hold against Charter, its current and
former parents, plans, subsidiaries, and related or affiliated
corporations, ventures, limited liability companies and
partnerships, and their respective current and former employees,
directors, fiduciaries, administrators, insurers, members,
managers, partners, and agents and related parties, in any way
arising out of, in connection with or based upon (i) any event
or fact that has occurred prior to the date I sign this Agreement,
(ii) my employment with Charter and/or any of its subsidiaries
or affiliates to date and any event or occurrence occurring during
such employment, (iii) the termination of my employment,
(iv) any breach of the Employment Agreement, (v) any
claim to payment under or from Charter’s 2005 Executive Cash
Award Plan or for salary, bonus, stock options or restricted shares
other than as specifically granted pursuant to this Agreement; or
(vi) any decision, promise, agreement, statement, policy,
practice, act or conduct prior to this date of or by any person or
entity I am releasing, and from any claims, lawsuits. I understand
that this means that, subject to the limitations described below, I
am releasing Charter and such other persons and entities from, and
may not bring claims against any of them under (a) Title VII
of the Civil Rights Act of 1964 or Sections 1981 and 1983 of
the Civil Rights Act of 1866, which prohibit discrimination based
on race, color, national origin, ancestry, religion, or sex;
(b) the Age Discrimination in Employment Act, which prohibits
discrimination based on age; (c) the Equal Pay Act, which
prohibits paying men and women unequal pay for equal work;
(d) the Americans with Disabilities Act and Sections 503
and 504 of the Rehabilitation Act of 1973, which prohibit
discrimination based on disability; (e) the WARN Act, which
requires that advance notice be given of certain workforce
reductions or the Missouri Human Rights Act, chapter 213, R.S. Mo;
(f) the Employee Retirement Income Security Act, which among
other things, protects employee benefits; (g) the Family and
Medical Leave Act of 1993, which requires employers to
prov
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