exhibit10_1.htm


    


                            Exhibit
      10.1

     

    


    ADDENDUM
      TO EMPLOYMENT AGREEMENT

     

    THIS
      ADDENDUM TO EMPLOYMENT AGREEMENT (this "Addendum") is entered
      into as of August 1, 2007 by and between CHARTER COMMUNICATIONS,
      INC., a Delaware corporation (together with its successors and assigns,
      the "Company"), and Neil Smit, an individual (" Executive ") as an
      amendment to that Employment Agreement by and between the Company and Executive,
      dated as of August 9, 2005 (the “Agreement”).

     

    W
      I T N E S S E T H:

     

    WHEREAS:

     

    
      	
              (1)  

            	
              The
                Company and Executive (each, a "Party") desire for Executive to enter
                into
                this Addendum to provide for certain terms and awards as Executive
                continues to be employed by the Company as Chief Executive Officer
                and
                President subject to the terms and conditions set forth in this Addendum
                and the Agreement; and

            


    

    


    
      	
              (2) 

            	
              The
                Company and Executive acknowledge that the equity awards provided
                hereunder are not effective until both parties have executed and
                delivered
                this Addendum and that the awards and benefits provided for herein
                provide
                additional consideration to Executive for the restrictive covenants
                placed
                on Executive under the Agreement.

            


    

     

    NOW,
      THEREFORE, in consideration of the premises, and the promises and
      agreements set forth below, the Parties, intending to be legally bound, agree
      as
      follows:

     

    1. 
      Executive Cash Award Plan.  Beginning on this date,
      Executive will participate in the Charter Communications Inc. 2005 Executive
      Cash Award Plan, as amended (the “Cash Award Plan”) for the term of the
      Agreement on the same terms as are applicable generally to participants in
      the
      Cash Award Plan.  An initial amount of 120% of Executive’s Base Salary
      as of the date hereof (or $1,440,000) shall be initially credited on the date
      hereof as a book entry to Executive's Plan Award Account under the Cash Award
      Plan and Executive shall received further book entry credits in 2008 and 2009
      under the terms of the Cash Award Plan.

     

    2. Equity
      Awards.

     

    (a)  In
      addition to the restricted stock awards previously granted pursuant to the
      terms
      of the Agreement under the Company’s 2001 Stock Incentive Plan, as of the date
      hereof, Executive shall be granted restricted stock awards
      for 600,000 shares of Class A Common Stock and shall vest in equal annual
      installments on each of the first three anniversaries of August 10, 2007
      (subject to Executive's continued employment with the Company and except as
      otherwise provided in the Agreement or in Exhibit C to the Agreement),
      and shall be governed by a restricted stock agreement in substantially the
      form
      attached hereto as Exhibit C  to the Agreement (the
      "Addendum Restricted Stock Award").

     

    (b)  In
      addition to the performance unit awards previously granted pursuant to the
      terms
      of the Agreement, as of the date hereof, Executive shall hereby be granted
      600,000 performance units, subject to the terms and provisions of the Company’s
      2001 Stock Incentive Plan (the "Addendum Performance Award"). The
      Addendum Performance Award shall be earned based upon Company performance during
      a one-year performance cycle for calendar year 2007, against objective
      performance criteria established by the Compensation and Benefits Committee
      for
      other executives’ performance units granted in 2007. The number of 

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

       

      performance
        shares earned by, and delivered to, Executive shall be determined by the
        formula
        established by the Compensation and Benefits Committee when the targets and
        performance criteria were established for calendar year 2007), and with maximum
        payout no greater than 200% of the (appropriately adjusted) amount of the
        Addendum Performance Award.  The degree to which performance targets
        are attained (or surpassed) shall be determined by the Compensation and Benefits
        Committee in March 2008, and freely tradable shares reflecting the performance
        target attainment identified by the Committee (“Performance Shares”) shall (to
        the extent earned) be delivered to Executive no later than March 15, 2010.
        The
        Addendum Performance Award shall be subject to the terms and conditions of
        the
        Agreement, this Addendum, the Company’s 2001 Stock Incentive Plan and a
        performance share award agreement in substantially the form attached to the
        Agreement as Exhibit D.

    

      

    3.  Termination
      of Employment.  (a)  Section
      3.3(a)(ii) is hereby amended in its entirety to read as follows:

    “(ii)  three
      (3) times the Salary plus Target Bonus (125% of Salary) both as of the
      Termination Date;”

    


    (b)  Section
      3.3(a)(i) of the Agreement is hereby deleted in its entirety.

    


    4.  Miscellaneous. 

    (a)  Except
      as specifically amended or modified by this Addendum, the terms and provisions
      of the Agreement remain in full force and effect.  This Addendum and
      the Agreement contain the entire agreement between the Parties with respect
      to
      its specific subject matter and supersedes all prior oral and written
      communications, agreements and understandings between the Parties with respect
      to the terms and conditions of Executive's employment.

    


    (b)  The
      headings of the Sections contained in this Addendum are for convenience only
      and
      shall not be deemed to control or affect the meaning or construction of any
      provision of this Addendum.

     

    (c)  This
      Addendum may be executed in one or more counterparts, each of which will be
      deemed to be an original copy of this Addendum and all of which, when taken
      together, will be deemed to constitute one and the same agreement. This Addendum
      may be executed by facsimile signatures.

     

    IN
      WITNESS WHEREOF, the Parties have executed and delivered this Agreement
      as of the date above first written above.

     

    CHARTER
      COMMUNICATIONS, INC.

    


    


    


    By:
      /s/ Grier C. Raclin

    Name:
      Grier C. Raclin

    Title: Executive
      Vice President, General Counsel and Secretary

     

     

    
 

    Executive

    


    


    


                                                                         /s/
      Neil
      Smit                                                     


     Neil
      Smit

    


    


    
      
        
        

      

      
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