exhibit10_4.htm


    
      Exhibit
        10.4

       

      AMENDED
        AND RESTATED EMPLOYMENT AGREEMENT

       

      THIS
        AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”),
        dated and effective the 1st day of August 2007 (the “Effective
        Date”) is made by and between CHARTER COMMUNICATIONS, INC., a Delaware
        corporation (the “Company”), and Grier Raclin, an adult resident of
        Missouri (the “Executive”).

       

      RECITALS:

       

      WHEREAS,
        the Executive and the Company have previously entered into that
        certain
        Employment Agreement dated October 10, 2005  (the "Old Employment
        Agreement") and the parties desire to amend and restate in its entirety the
        Old Employment Agreement;

       

      WHEREAS,
        it is the desire of the Company to assure itself of the services of Executive
        by
        engaging Executive as its Executive Vice President, General Counsel and
        Secretary and the Executive desires to serve the Company on the terms herein
        provided;

       

      WHEREAS,
        in connection with the entry into the Agreement, the Executive will
        be
        granted performance units and restricted shares of Company
        Stock pursuant to the Company's 2001 Stock Incentive Plan,
        as amended as of the date hereof (the “Special
        Equity”);

       

      WHEREAS,
        Executive’s agreement to the terms and conditions of Sections 17 and 19
        are a material and essential condition of Executive’s employment with the
        Company hereafter under the terms of this Agreement;

       

      NOW,
        THEREFORE, in consideration of the foregoing and of the respective
        covenants and agreements set forth below, the parties hereto agree as
        follows:

       

      1.   Certain
        Definitions.

       

      (a)           “Allen”
        shall mean Paul G. Allen (and his heirs or beneficiaries under his will(s),
        trusts or other instruments of testamentary disposition), and any entity
        or
        group over which Paul G. Allen has Control and that constitutes a Person
        as
        defined herein.  For the purposes of this definition, “Control”
means the power to direct the management and policies of an entity
        or to appoint
        or elect a majority of its governing board.

       

      (b)   
“Annual
        Base Salary” shall have the meaning set forth in Section 5.

       

      (c)           “Board”
        shall mean the Board of Directors of the Company.

       

      (d)           “Bonus”
        shall have the meaning set forth in Section 6.

       

      (e)           The
        Company shall have “Cause” to terminate Executive’s employment hereunder upon
        Executive’s:

              

                         
        (i)  Executive’s
        breach of a material obligation (which, if curable, is not cured within ten
        business (10) days after Executive receives written notice of such breach)
        

       

       

      
        
          Charter
            - Approved Prototype July 31, 2007

          
          

        

        
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          (i)  or
            representation under this Agreement or breach of any fiduciary duty to
            the
            Company which, if curable, is not cured within ten business (10) days
            after
            Executive receives written notice of such breach; or any act of fraud
            or knowing
            material misrepresentation or concealment upon, to or from the Company
            or the
            Board;

           

          (ii)  Executive’s
            failure to adhere in any material respect to (i) the Company’s Code of Conduct
            in effect from time to time and applicable to officers and/or employees
            generally, or (ii) any written Company policy, if such policy is material
            to the
            effective performance by Executive of the Executive’s duties under this
            Agreement, and if Executive has been given a reasonable opportunity to
            cure this
            failure to comply within a period of time which is reasonable under the
            circumstances but not more than the thirty (30) day period after written
            notice
            of such failure is provided to Executive; provided that if Executive
            cures this failure to comply with such a policy and then fails again
            to comply
            with the same policy, no further opportunity to cure that failure shall
            be
            required;

           

          (iii)  Executive’s
            misappropriation (or attempted misappropriation) of a material amount
            of the
            Company’s funds or property;

           

          (iv)  Executive’s
            conviction of, the entering of a guilty plea or plea of nolo contendere
            or no contest (or the equivalent), or entering into any pretrial diversion
            program or agreement or suspended imposition of sentence, with respect
            to either
            a felony or a crime that adversely affects or could reasonably be expected
            to
            adversely affect the Company or its business reputation; or the institution
            of
            criminal charges against Executive, which are not dismissed within sixty
            (60)
            days after institution, for fraud, embezzlement, any felony offense involving
            dishonesty or constituting a breach of trust or moral turpitude;

           

          (v)  Executive’s
            admission of liability of, or finding of liability, for a knowing and
            deliberate
            violation of any “Securities Laws.”  As used herein, the term
“Securities Laws” means any federal or state law, rule or regulation governing
            generally the issuance or exchange of securities, including without limitation
            the Securities Act of 1933, the Securities Exchange Act of 1934 and the
            rules
            and regulations promulgated thereunder;

           

          (vi)  conduct
            by Executive in connection with Executive’s employment that constitutes gross
            neglect of any material duty or responsibility, willful
            misconduct,  or recklessness which, if curable, is not cured within
            ten business (10) days after Executive receives written notice of such
            breach;

           

          
            (vii)  Executive’s
              illegal possession or use of any controlled substance, or excessive
              use of
              alcohol at a work function, in connection with Executive’s duties, or on Company
              premises; “excessive” meaning either repeated unprofessional use or any single
              event of consumption giving rise to significant intoxication or unprofessional
              behavior;

             

            
              (viii)  willful
                or grossly negligent commission of any other act or failure to act
                in connection
                with the Executive’s duties as an executive of the Company which causes or
                reasonably may be expected (as of the time of such occurrence) to
                cause
                substantial

               

               

            

          

        

      

      
        
          Charter
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          economic injury to or substantial injury to the business reputation of
          the
          Company or any subsidiary or affiliate of the Company, including, without
          limitation, any material

                     
            violation of the Foreign Corrupt Practices Act, as described herein
          below.

      

       

      If
        Executive commits or is charged with committing any offense of the character
        or
        type specified in subparagraphs 1(e)(iv), (v) or (viii) above, then the Company
        at its option may suspend the Executive with or without pay.  If the
        Executive subsequently is convicted of, pleads guilty or nolo
        contendere (or equivalent plea) to, or enters into any type of suspended
        imposition of sentence or pretrial diversion program with respect to, any
        such
        offense (or any matter that gave rise to the suspension), the Executive shall
        immediately repay any compensation paid in cash hereunder from the date of
        the
        suspension.  Notwithstanding anything to the contrary in any stock
        option or equity incentive plan or award agreement, all vesting and all lapsing
        of restrictions on restricted shares shall be tolled during the period of
        suspension and all unvested options and restricted shares for which the
        restrictions have not lapsed shall terminate and not be exercisable by or
        issued
        to Executive if during or after such suspension the Executive is convicted
        of,
        pleads guilty or nolo contendere (or equivalent plea) to, or enters
        into any type of suspended imposition of sentence or pretrial diversion program
        with respect to, any offense specified in subparagraphs 1(e)(iv), (v) or
        (viii)
        above or any matter that gave rise to the suspension.

       

      
               
          (f)           “Change of
          Control” shall be deemed to have occurred if:

        


        (i)           any
          Person is or becomes a “beneficial owner” (as determined for purposes of
          Regulation 13D-G, as currently in effect, of the Exchange Act), directly
          or
          indirectly, of securities representing the Applicable Percentage (as defined
          below) or more of the total voting power of all of the Company’s then
          outstanding voting securities.  For purposes of this Section 1(f), the
          term “Person” shall not include:  (A) the Company or any of
          its subsidiaries, (B) a trustee or other fiduciary holding securities under
          an employee benefit plan of the Company or any of its subsidiaries, or
          (C) an underwriter temporarily holding securities pursuant to an offering
          of said securities, or (D) Allen.  For purposes of this Agreement, in
          the case of a recapitalization or other exchange involving the exchange
          of
          Company voting stock for the Company's debt, the group of debtholders that
          acquires such Company voting stock as the result of such recapitalization
          or
          exchange shall not be treated as a single Person solely by reason of such
          recapitalization or exchange; or

         

        
                  
            (ii)          the occurrence
            of a merger, consolidation or sale or other
            disposition of all or substantially all of the assets of the Company
            (a
“Business Combination”), in each case, unless following such Business
            Combination:  (A) all or substantially all of the individuals and
            entities who were the “beneficial owners” (as determined for purposes of
            Regulation 13D-G, as currently in effect, of the Exchange Act) of the
            outstanding voting securities of the Company immediately prior to such
            Business
            Combination beneficially own, directly or indirectly, securities representing
            more than fifty percent (50%) of the total voting power of the then outstanding
            voting securities of the entity resulting from such Business Combination
            (or
            such assets as the case may be) or the parent of such entity in substantially
            the same proportionate ownership as in effect immediately prior to the
            Business
            Combination (the “Resulting Entity”); and (B) a majority of the members of
            the board of directors or other governing body of the Resulting Entity
            were
            members of the Board at the

        

      

       

       

      
        
          Charter
            - Approved Prototype July 31, 2007

          
          

        

        
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          time of the execution of the initial agreement, or at the time of the action
          of
          the Board, providing for such Business Combination; or

        
           

          (iii)           the
            consummation of a plan of complete liquidation or dissolution of the
            Company;
            or

           

          (iv)           if
            and when Allen shall no longer have the power to appoint a majority of
            the
            Board, during any period of two (2) consecutive calendar years, individuals
            who
            either (A) at the beginning of such period are members of the Board ("Incumbent
            Directors"), or (B) whose election to the Board during such period is
            approved
            by a vote of the majority of those members of the Board who are Incumbent
            Directors at the time of such approval, whereupon such individual so
            approved
            shall be treated as an Incumbent Director with respect to future approvals,
            cease for any reason to constitute a majority of the Board.

           

          Notwithstanding
            the foregoing subsections 1(f)(i) through (iii), a Change of Control shall
            not include any transaction or series of transactions, including any
            transactions described above if, following such transaction or transactions,
            (x)
            Allen has the largest percentage ownership of the voting securities in
            the
            Company or any successor or surviving corporation held by any Person (other
            than any Person that includes Allen), provided such percentage ownership
            is more
            than twenty-five percent or (y) Allen has the power to appoint a majority
            of the
            members of the Board of Directors.

           

          For
            purposes of this definition, (A) at all times that Allen is or are the
            “beneficial owner(s)” (as determined for purposes of Regulation 13D-G, as
            currently in effect, of the Exchange Act) of securities representing
            in the
            aggregate at least fifty percent (50%) of the total voting power of all
            of the
            Company’s then outstanding voting securities, “Applicable Percentage” means
            fifty percent (50%); and (B) at all times that Allen is or are the beneficial
            owner(s) of securities representing in the aggregate less than fifty
            percent
            (50%) of the total voting power of all of the Company’s then outstanding voting
            securities, “Applicable Percentage” means any percentage that is more than
            the greater of (1) the percentage of the total voting power of all of
            the
            Company’s then outstanding voting securities represented by securities
            beneficially owned by Allen or (2) twenty-five percent (25%).

           

          (g)           “Code”
            shall mean the Internal Revenue Code of 1986, as amended from time to
            time.

           

          (h)           “Committee”
            shall mean either the Compensation and Benefits Committee of the Board,
            or a
            Subcommittee of such Committee duly appointed by the Board or the
            Committee.

           

          (i)           “Company”
            shall have the meaning set forth in the preamble hereto.

           

          (j)           “Company
            Stock” shall mean the $.10 par value common stock of the Company.

           

        

      

       

      
        
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            - Approved Prototype July 31, 2007

          
          

        

        
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      (k)           “Date
        of Termination” shall mean (i) if Executive’s employment is terminated by
        Executive’s death, the date of Executive’s death and (ii) if Executive’s
        employment is terminated pursuant to Section 14(a)(ii) – (vi), the date of
        termination of employment, as defined in 409(A) regulations under the
        Code.

       

      (l)           For
        purposes of this Agreement, Executive will be deemed to have a “Disability” if,
        due to illness, injury or a physical or medically recognized mental condition,
        (a) Executive is unable to perform Executive’s duties under this Agreement with
        reasonable accommodation for 120 consecutive days, or 180 days during any
        twelve
        month period, as determined in accordance with this Section, or (b) Executive
        is
        considered disabled for purposes of receiving / qualifying for long term
        disability benefits under any group long term disability insurance plan or
        policy offered by Company in which Executive participates.  The
        Disability of Executive will be determined by a medical doctor selected by
        written agreement of Company and Executive upon the request of either party
        by
        notice to the other, or (in the case of and with respect to any applicable
        long
        term disability insurance policy or plan) will be determined according to
        the terms of the applicable long term disability insurance policy /
        plan.  If Company and Executive cannot agree on the selection of a
        medical doctor, each of them will select a medical doctor and the two medical
        doctors will select a third medical doctor who will determine whether Executive
        has a Disability.  The determination of the medical doctor selected
        under this Section will be binding on both parties.  Executive must
        submit to a reasonable number of examinations by the medical doctor making
        the
        determination of Disability under this Section, and to other specialists
        designated by such medical doctor, and Executive hereby authorizes the
        disclosure and release to Company of such determination and all supporting
        medical records.  If Executive is not legally competent, Executive’s
        legal guardian or duly authorized attorney-in-fact will act in Executive’s stead
        under this Section for the purposes of submitting Executive to the examinations,
        and providing the authorization of disclosure, required under this
        Section.

       

      (m)           “Executive”
        shall have the meaning set forth in the preamble hereto.

       

      (n)           “Good
        Reason” shall mean any of the events described herein that occur without
        Executive's prior written consent: (i) any reduction in Executive’s Annual Base
        Salary, Target Bonus Percentage, or title except as permitted hereunder,
        (ii)
        any failure to pay Executive's compensation hereunder when due; (iii) any
        material breach by the Company of a term hereof; (iv) relocation
        of  Executive’s primary workplace to a location that is more
        than  fifty (50) miles from the office where Executive is then
        assigned to work as Executive’s principal office; (v) a transfer or reassignment
        to another executive of material responsibilities that have been assigned
        to
        Executive (and were not identified by the Company to be assigned only on
        an
        interim basis at the time of assignment or thereafter) and generally are
        part of
        the responsibilities and functions assigned to a General Counsel and
        Secretary of a public corporation or (vi) any change in reporting structure
        such that Executive no longer reports directly to the "Chief Executive Officer
        (or equivalent position, if there is no Chief Executive Officer)" (in each
        case
“(i)” through “(vi)” only if Executive objects in writing within 30 days after
        being informed of such events and unless Company retracts and/or rectifies
        the
        claimed Good Reason within 30 days following Company’s receipt of timely written
        objection from Executive); (vii) if within six months after a Change of Control,
        Executive has not received an offer from the surviving company to continue
        in
        his or her position immediately prior to such Change of Control under at
        least
        the same terms and conditions 

       

       

      
        
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        (except
          that the value of the equity-based compensation after such Change
          of Control need only be commensurate with the value of equity-based compensation
          given to executives with equivalent positions in the surviving company,
          if
          any)as set herein; (viii) the Company's decision not to renew this Agreement
          at
          the end of its term, or (ix) the failure of a successor to the business
          of the
          Company to assume the Company's obligations under this Agreement in the
          event of
          a Change of Control during its term.

      

       

      (o)           “Notice
        of Termination” shall have the meaning set forth in Section 14(b).

       

      (p)           “Options”
        shall have the meaning set forth in Section 7

       

      (q)           “Performance
        Unit” and “Performance Shares” shall have the meaning set forth in Section 9
        hereof.

       

      (r)           “Person”
        shall have the meaning set forth in Sections 13(d) and 14(d)(2) of the
        Securities Exchange Act of 1934.

       

      (s)           “Plan”
        shall mean the 2001 Stock Incentive Plan as amended by the Company from time
        to
        time.

       

      (s)           “Restricted
        Shares” shall have the meaning set forth in Section 8.

       

      (t)           “Term”
        shall have the meaning set forth in Section 2.

       

      (u)           "Voluntary"
        and "Voluntarily" in connection with Executive's termination of employment
        shall
        mean a termination of employment resulting from the initiative of the Executive,
        excluding a termination of employment attributable to Executive's death or
        Disability. A resignation by Executive that is in response to a communicated
        intent by the Company to discharge Executive other than for Cause is not
        considered to be "Voluntary" and shall be considered to be a termination
        by the
        Company for the purposes of this Agreement.

       

      2.       
        Employment Terms.  The Company hereby employs the
        Executive, and the Executive hereby accepts his employment, under the terms
        and
        conditions hereof, for the period (the "Term") beginning on the Effective
        Date hereof and terminating upon the earlier of (i) April 30, 2010  (the
“Initial Term”) and (ii) the Date of Termination as defined in Section
        1(k), and, if not terminated earlier, will be automatically renewed at the
        end
        of its Initial Term and on each anniversary thereafter for a period of one
        (1)
        year unless either party shall give written notice of cancellation to the
        other
        party not later than ninety (90) days prior to the end of the Initial Term
        or
        anniversaries thereof.

       

      3.  Position
        and Duties.  Executive
        shall serve as Executive Vice President, General Counsel and
        Secretary  reporting to the Chief Executive Officer, with such
        responsibilities, duties and authority as are customary for such role,
        including, but not limited to, overall management responsibility for legal,
        regulatory and governmental relations functions  in the
        Company.  Executive shall devote all necessary business time and
        attention, and employ Executive’s reasonable best efforts, toward the
        fulfillment and execution of all assigned duties, and the satisfaction of
        defined annual and/or longer-term performance criteria.

       

       

      
        
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            - Approved Prototype July 31, 2007

          
          

        

        
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      4.           Place
        of Performance.  In connection with Executive’s
        employment during the Term, Executive's initial primary workplace shall be
        the
        Company’s offices in or near St. Louis, MO.  except for necessary travel on
        the Company’s business.

       

      5.           Annual
        Base Salary.    During the
        Term, Executive shall receive a base salary at a rate not less than
        $470,025.00  per annum (the “Annual Base Salary”), less standard
        deductions, paid in accordance with the Company’s general payroll practices for
        executives, but no less frequently than monthly.  The Annual Base
        Salary shall compensate Executive for any official position or directorship
        of a
        subsidiary or affiliate that Executive is asked to hold in the Company or
        its
        subsidiaries or affiliates as a part of Executive’s employment
        responsibilities.  No less frequently than annually during the Term,
        the Committee, on advice of the Company’s Chief Executive Officer, shall review
        the rate of Annual Base Salary payable to Executive, and may, in its discretion,
        increase the rate of Annual Base Salary payable hereunder; provided,
        however, that any increased rate shall thereafter be the rate of “Annual
        Base Salary” hereunder.

       

      6.           Bonus.  Except
        as otherwise provided for herein, for each fiscal year or other period
        consistent with the Company’s then-applicable normal employment practices during
        which Executive is employed hereunder on the last day (the “Bonus Year”),
        Executive shall be eligible to receive a bonus in an amount up to 60 % of
        Executive’s Annual Base Salary (the “Bonus” and bonuses at such
        percentage of Annual Base Salary being the “Target Bonus”) pursuant to,
        and as set forth in, the terms of the Executive Bonus Plan as such Plan may
        be
        amended from time to time, plus such other bonus payments, if any, as shall
        be
        determined by the Committee in its sole discretion, with such Bonus being
        paid
        on or before February 28 of the year next following the Bonus Year, or as
        soon
        as is administratively practicable thereafter (e.g., after the public disclosure
        of the Company’s financial results for the prior year on SEC Form 10-K or on
        such replacement form as the SEC shall determine, for those years as the
        Company’s securities are traded publicly, and the Company’s annual financial
        results are reported to the shareholders, for those (if any) years as the
        Company’s securities are not traded publicly).

       

      7.           Stock
        Options.  The Company has previously granted to Executive
        options to purchase shares of Company Stock as set forth in Exhibit A hereto,
        and may, in the Committee’s discretion, grant to Executive additional options to
        purchase shares of Company Stock (all of such options, collectively, the
        “Options”) pursuant to the terms of the Plan, any successor plan and an
        associated Stock Option Agreement.

       

      8.           Restricted
        Shares.  The Company has previously granted to Executive
        Restricted Shares of Company Stock as set forth in Exhibit A hereto, and
        may, in
        the Committee’s discretion, grant to Executive Restricted Shares (collectively,
        the “Restricted Shares”), which shall be subject to restrictions
        on their sale as set forth in the Plan and an associated Restricted Shares Grant
        Letter.

       

      9.           Performance
        Shares Units.  The Company has previously granted to
        Executive Performance Share Units of which some have been converted into
        Performance Shares (which are not aggregated in the forgoing description
        of
        Restricted Shares) as set forth in Exhibit A hereto, and may, in the Committee’s
        discretion, grant to Executive further Performance Share Units (collectively,
        the “Performance Units”), which shall be subject to restrictions on their
        sale as set forth in the Plan and an associated Performance Unit Grant
        Letter.

       

       

      
        
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            - Approved Prototype July 31, 2007

          
          

        

        
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      10.           Executive
        Cash Bonus Plan.  Executive currently is a participant in
        the Company’s 2005 Executive Cash Award Plan with a Plan Award (as defined in
        such Plan) as set forth in Exhibit B and shall remain a participant in such
        Plan
        under the terms therefore for the term of this Agreement.

       

      11.           Benefits.  Executive
        shall be entitled to receive such benefits and to participate in such employee
        group benefit plans, including life, health and disability insurance policies,
        and financial planning services, and other perquisites and plans as are
        generally provided by the Company to its senior executives of comparable
        level
        and responsibility in accordance with the plans, practices and programs of
        the
        Company, as amended from time to time.

       

      12.           Expenses.  The
        Company shall reimburse Executive for all reasonable and necessary expenses
        incurred by Executive in connection with the performance of Executive’s duties
        as an employee of the Company in accordance with the Company’s generally
        applicable policies and procedures.  Such reimbursement is subject to
        the submission to the Company by Executive of appropriate
        documentation and/or vouchers in accordance with the customary procedures
        of the Company for expense reimbursement, as such procedures may be revised
        by
        the Company from time to time hereafter.

       

      13.           Vacations.  Executive
        shall be entitled to paid vacation in accordance with the Company’s vacation
        policy as in effect from time to time provided that, in no event shall
        Executive be entitled to less than three (3) weeks vacation per calendar
        year.  Executive shall also be entitled to paid holidays and personal
        days in accordance with the Company’s practice with respect to same as in effect
        from time to time.

       

      14.           Termination.

       

      (a)           Executive’s
        employment hereunder may be terminated by the Company, on the one hand, or
        Executive, on the other hand, as applicable, without any breach of this
        Agreement, under the following circumstances:

       

      (i)           Death.  Executive’s
        employment hereunder shall automatically terminate upon Executive’s
        death.

       

      (ii)         
        Disability.  If Executive has incurred a Disability, the
        Company may give Executive written notice of its intention to terminate
        Executive’s employment.  In such event, Executive’s employment with
        the Company shall terminate effective on the 14th day after delivery of such
        notice to Executive, provided that within the 14 days after such
        delivery, Executive shall not have returned to full-time performance of
        Executive’s duties.  Executive may provide notice to the Company of
        Executive's resignation on account of a bona fide Disability at any
        time.

       

      (iii)          Cause.  The
        Company may terminate Executive’s employment hereunder for Cause effectively
        immediately upon delivery of notice to Executive, taking into account any
        procedural requirements set forth under Section 1(e) above.

       

       

      
        
          Charter
            - Approved Prototype July 31, 2007

          
          

        

        
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      (iv)          Good
        Reason.  Executive may terminate Executive’s employment herein for
        Good Reason upon (i) satisfaction of any advance notice and other procedural
        requirements set forth under Section 1(n) above for any termination pursuant
        to
        Section 1(n)(i) through (vi) or (ii) at least 30 days’ advance written notice by
        the Executive for any termination pursuant to Section 1(n)(vii) through
        (ix).

       

      (v)           Without
        Cause.  The Company may terminate Executive’s employment hereunder
        without Cause upon at least 30 days’ advance written notice to the
        Executive.

       

      (vi)          Resignation
        Without Good Reason.  Executive may resign Executive’s
        employment without Good Reason upon at least fourteen (14) days’ written notice
        to the Company.

       

      (b)       Notice
        of Termination.  Any termination of Executive’s employment by the
        Company or by Executive under this Section 14 (other than pursuant to Sections
        14(a)(i)) shall be communicated by a written notice (the “Notice of
        Termination”) to the other party hereto, indicating the specific termination
        provision in this Agreement relied upon, setting forth in reasonable detail
        any
        facts and circumstances claimed to provide a basis for termination of
        Executive’s employment under the provision so indicated, and specifying a Date
        of Termination which notice shall be delivered within the applicable time
        periods set forth in subsections 14(a)(ii)-(vi) above ( the “Notice
        Period”); provided that the Company may pay to
        Executive all Annual Base Salary, benefits and other rights due to Executive
        during such Notice Period instead of employing Executive during such Notice
        Period.

       

      (c)           Resignation
        from Representational Capacities.  Executive hereby acknowledges
        and agrees that upon Executive's termination of employment with the Company
        for
        whatever reason, [s]he shall be deemed to have, and shall have in fact,
        effectively resigned from all executive, director or other positions with
        the
        Company or its affiliates at the time of such termination of employment,
        and
        shall return all property owned by the Company and in Executive’s possession,
        including all hardware, files and documents, at that time.

       

      (d)           Termination
        in Connection with Change in Control.  If Executive’s employment
        is terminated by the Company without Cause either upon or within thirty days
        before or thirteen (13) months after a Change of Control, or prior to a Change
        in Control at the request of a prospective purchaser whose proposed purchase
        would constitute a Change in Control upon its completion, such termination
        shall
        be deemed to have occurred immediately before such Change in Control for
        purposes of this Agreement and the Plan.

       

      15.           Termination
        Pay

       

      (a)           Effective
        upon the termination of Executive’s employment, Company will be obligated to pay
        Executive (or, in the event of Executive’s death, the Executive’s designated
        beneficiary as defined below) only such compensation as is provided in this
        Section 15, except to the extent otherwise provided for in any Company stock
        incentive, stock option or cash award plan (including, among others, the
        Plan),
        approved by the Board.  For purposes of this Section 15, Executive’s
        designated beneficiary will be such individual beneficiary or trust, located
        at
        such 

       

       

      
        
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        address,
          as Executive may designate by notice to Company from time to time or, if
          Executive fails to give notice to Company of such a beneficiary, Executive’s
          estate.  Notwithstanding the preceding sentence, Company will have no
          duty, in any circumstances, to attempt to open an estate on behalf of Executive,
          to determine whether any beneficiary designated by Executive is alive or
          to
          ascertain the address of any such beneficiary, to determine the existence
          of any
          trust, to determine whether any person purporting to act as Executive’s personal
          representative (or the trustee of a trust established by Executive) is
          duly
          authorized to act in that capacity, or to locate or attempt to locate any
          beneficiary, personal representative, or trustee.

      

       

      (b)       Termination
        by Executive for Good Reason or by Company without Cause. 
If  prior to expiration of the Term, Executive terminates his or her
        employment for Good Reason, or  if the Company terminates Executive’s
        employment other than for Cause or Executive’s death or Disability, Executive
        will be entitled to receive, subject to the conditions of this Agreement,
        the
 following:

       

      (i)           (A)
        all Annual Base Salary and Bonus duly payable under the applicable plan for
        performance periods ending prior to the Date of Termination, but unpaid as
        of
        the Date of Termination, plus (B) in consideration for Executive’s obligations
        set forth in Section 19 hereof, an amount equal to two (2) times the Executive’s
        then-current rate of Annual Base Salary and Target Bonus, which total sum
        shall
        be payable following the Date of Termination in fifty-two (52) equal bi-weekly
        installments in accordance with the Company’s normal payroll practices
provided that, if a Change of Control occurs (or is deemed pursuant to
        Sec. 14(d) hereof to have occurred after such termination) during such
        twenty-four (24) month period (and such Change of Control qualifies either
        as a
“change in the ownership or effective control” of the Company or a “change in
        the ownership of a substantial portion of the assets” of the Company as such
        terms are defined under Section 409A of the Code), any amounts remaining
        payable to Executive hereunder shall be paid in a single lump sum immediately
        upon such Change of Control.

       

      (ii)           if
        Executive’s employment is terminated by the Company without Cause  either
        upon or within thirty days before or thirteen (13) months after a Change
        of
        Control, or prior to a Change in Control at the request of a prospective
        purchaser whose proposed purchase would constitute a Change in Control upon
        its
        completion, the Company shall treat as earned all unvested Performance Units
        for
        which the performance term has not expired as of such Change of Control at
        the
        rate calculated pursuant to the Plan and the applicable Grant Letter, and
        shall
        immediately convert those Units into Restricted Shares and accelerate as
        of the
        Date of Termination the removal of restrictions on such shares.

       

      (iii)          all
        reasonable expenses Executive has incurred in the pursuit of Executive’s duties
        under this Agreement through the Date of Termination which are payable under
        and
        in accordance with this Agreement, which amount will be paid within thirty
        (30)
        days after the submission by Executive of properly completed reimbursement
        requests on the Company’s standard forms;

       

      (iv)          a
        lump sum payment (net after deduction of taxes and other required withholdings)
        equal to twenty-four (24) times the monthly cost, at the time Executive’s
        employment terminated, for Executive to receive under COBRA the paid coverage
        for health, dental and vision benefits then being provided for Executive
        at the
        Company’s cost at the time Executive’s 

       

       

      
        
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          employment terminated, for Executive to receive under COBRA the paid coverage
          for health, dental and vision benefits then being provided for Executive
          at the
          Company’s cost

                      
           at the time Executive’s employment terminated.  This amount will
          be paid at the same time the payment is made under Section 15(b)(i) and
          will not
          take into account future 

               
          increases in costs during the applicable time period; and

         

      

      (v)           notwithstanding
        anything to the contrary in any award agreement, Executive shall be deemed
        to be
        actively employed during the twenty-four (24) month period following termination
        of employment for purposes of vesting of all stock options, performance units
        and restricted stock; provided that if a Change of
        Control occurs (or is deemed pursuant to Sec. 14(d) hereof to have occurred
        after such termination) within such period, all remaining stock options
        that would have vested in the twenty-four (24) month period shall vest, and
        all
        remaining restricted stock and performance units whose restrictions would
        have
        lapsed in the twenty-four (24) month period shall have their restrictions
        lapse immediately upon such Change of Control; provided, however, that with
        respect to any equity-based compensation awards subject to Section 409A of
        the
        Code (as determined by independent tax counsel retained by the Company),
        vesting
        and/or the lapse of restrictions will only be accelerated if such Change
        of
        Control qualifies either as a “change in the ownership or effective control” of
        the Company or a “change in the ownership of a substantial portion of the
        assets” of the Company as such terms are defined under Section 409A of the Code,
        or the first subsequent time at which such distribution may be made in
        compliance with Section 409A of the Code; and

       

      (vi)          pay
        the cost of up to twelve (12) months, as required, of executive-level
        out-placement services (which provides as part of the outplacement the use
        of an
        office and secretarial support as near as reasonably practicable to Executive’s
        residence).

       

      provided,
        however, any of the benefits described in Section 15(b)(i) through (vi)
        that are due to be paid or awarded during the first six (6) months after
        the
        Date of Termination shall, to the extent required to avoid the tax consequences
        of Section 409A of the Code as determined by independent tax counsel, be
        suspended and paid after the six (6) month anniversary of Executive’s Date of
        Termination.

       

             
        (c)           The
        Executive shall not be required to mitigate the amount of any payments provided
        in Section 15, by seeking other employment or otherwise, nor shall the amount
        of
        any payment provided for in this Section 15 be reduced by any compensation
        earned by Executive as a result of employment by another company or business,
        or
        by profits earned by Employee from any other source at any time before or
        after
        the date of Termination, so long as Executive is not in breach of the
        Agreement.

       

      (d)           Termination
        by Executive without Good Reason or by Company for Cause.  If
        prior to the expiration of the Term or thereafter, Executive Voluntarily
        terminates Executive’s employment prior to expiration of the Term without Good
        Reason or if Company terminates this Agreement for Cause, Executive will
        be
        entitled to receive Executive’s then-existing Annual Base Salary only through
        the date such termination is effective and will be reimbursed for all reasonable
        expenses Executive has incurred in the pursuit of Executive’s duties under this
        Agreement through 

       

       

      
        
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        the
          date
          of termination which are payable under and in accordance with this Agreement;
          any unvested options and shares of restricted stock shall terminate as
          of the
          date of termination unless otherwise provided for in any applicable plan
          or
          award agreement; and Executive shall be entitled to no other compensation,
          bonus, payments or benefits except as expressly provided in this
          paragraph.

      

       

      (e)        Termination
        upon Disability or Death.  If Executive’s employment shall
        terminate by reason of Executive’s Disability (pursuant to Section 14(a)(ii)) or
        death (pursuant to Section 14(a)(i)), the Company shall pay to Executive,
        in a
        lump sum cash payment as soon as practicable following the Date of Termination,
        all unpaid Annual Base Salary and Bonus previously earned for a performance
        period ending prior to the Date of Termination, but unpaid as of the Date
        of
        Termination, and the pro rata portion of their Bonus for such year
        (when and as paid to other senior executives of the Company) for the Performance
        Period in which the termination occurred.  In the case of Disability,
        if there is a period of time during which Executive is not being paid Annual
        Base Salary and not receiving long-term disability insurance payments, the
        Company shall make interim payments equal to such unpaid disability
        insurance payments to Executive until commencement of disability insurance
        payments; provided that, to the extent required to avoid the tax
        consequences of Section 409A of the Code, as determined by independent tax
        counsel, the first payment shall cover all payments scheduled to be made
        to
        Executive during the first six (6) months after the date Executive’s employment
        terminates, and the first such payment shall be delayed until the day that
        is
        six (6) months after the date Executive’s employment terminates.

       

      (f)         Benefits.
        Except as otherwise required by law, Executive’s accrual of, and participation
        in plans providing for, the Benefits will cease at the effective Date of
        the
        Termination of employment.

       

      (g)        Conditions
        To Payments. To be eligible to receive (and continue to receive) and retain
        the payments and benefits described in Sections 15(b)(i) and 15(e), Executive
        must comply with the provisions of Sections 17, 18 and 19.  In
        addition, to be eligible to receive (and continue to receive) and retain
        the
        payments and benefits described in Sections 15(b) and 15(e) Executive (or
        Executive’s executor and personal representatives in case of death) must first
        execute and deliver to Company, and comply with, an agreement, in form and
        substance reasonably satisfactory to Company, effectively releasing and giving
        up all claims Executive may have against Company or any of its subsidiaries
        or
        affiliates (and each of their respective controlling shareholders, employees,
        directors, officers, plans, fiduciaries, insurers and agents) arising out
        of or
        based upon any facts or conduct occurring prior to that date. The agreement
        will
        be prepared by Company, will be based upon the standard form (if any) then
        being
        utilized by Company for executive separations when severance is being paid,
        and
        will be provided to Executive at the time Executive’s employment is terminated
        or as soon as administratively practicable thereafter (not to exceed five
        (5)
        business days).  The agreement will require Executive to consult with
        Company representatives, and voluntarily appear as a witness for trial or
        deposition (and to prepare for any such testimony) in connection with, any
        claim
        which may be asserted by or against Company, any investigation or administrative
        proceeding, any matter relating to a franchise, or any business matter
        concerning Company or any of its transactions or operations.  A copy
        of the standard form release being used by Company as of the date of this
        agreement for executive separations when 

       

       

      
        
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        severance
          is being paid is attached to this Agreement as Exhibit C.  It is understood
          that the final document may not contain provisions specific to the release
          of a
          federal age discrimination claim if Executive is not at least forty (40)
          years
          of age, and may be changed as Company’s chief legal counsel considers necessary
          and appropriate to enforce the same, including provisions to comply with
          changes
          in applicable laws and recent court decisions.  Payments under and/or
          benefits provided by Section 15 will not be made unless and until Executive
          executes and delivers that agreement to Company within twenty-one (21)
          days
          after delivery of the document (or such lesser time as Company’s chief legal
          counsel may specify in the document) and all conditions to the effectiveness
          of
          that agreement and the releases contemplated thereby have been satisfied
          (including without limitation the expiration of any applicable revocation
          period
          without revoking acceptance).

      

       

      (h)           
        Survival.  The expiration or termination of the Term shall not
        impair the rights or obligations of any party hereto which shall have accrued
        hereunder prior to such expiration, subject to the terms of any agreement
        containing a general release provided by Executive.

       

      16.          Excess
        Parachute Payment.

       

      (a)              Anything
        in this Agreement or the Plan to the contrary notwithstanding, to the extent
        that any payment, distribution or acceleration of vesting to or for the benefit
        of Executive by the Company (within the meaning of Section 280G of the Code
        and
        the regulations thereunder), whether paid or payable or distributed or
        distributable pursuant to the terms of this Agreement or otherwise (the "Total
        Payments") is or will be subject to the excise tax imposed under Section
        4999 of
        the Code (the "Excise Tax"), then the Total Payments shall be reduced (but
        not
        below zero) to the Safe Harbor Amount (as defined below) if and to the extent
        that a reduction in the Total Payments would result in Executive retaining
        a
        larger amount, on an after-tax basis (taking into account federal, state
        and
        local income and employment taxes and the Excise Tax), than if Executive
        received the entire amount of such Total Payments in accordance with their
        existing terms (taking into account federal, state, and local income and
        employment taxes and the Excise Tax).  For purposes of this
        Agreement, the term “Safe Harbor Amount” means the largest portion of the Total
        Payments that would result in no portion of the Total Payments being subject
        to
        the Excise Tax.  Unless Executive shall have given prior written
        notice specifying a different order to the Company to effectuate the foregoing,
        the Company shall reduce or eliminate the Total Payments, by first reducing
        or
        eliminating the portion of the Total Payments which are payable in cash and
        then
        by reducing or eliminating non-cash payments in such order as Executive shall
        determine; provided that Executive may not so elect to the extent that, in
        the
        determination of the Determining Party (as defined herein), such election
        would
        cause Executive to be subject to the Excise Tax.  Any notice given by
        Executive pursuant to the preceding sentence shall take precedence over the
        provisions of any other plan, arrangement or agreement governing Executive's
        rights and entitlements to any benefits or compensation.

       

      (b)             The
        determination of whether the Total Payments shall be reduced as provided
        in
        Section 16(a) and the amount of such reduction shall be made at the Company's
        expense by an accounting firm selected by Company from among the ten largest
        accounting firms in the United States or by qualified independent tax counsel
        (the “Determining Party”); provided that Executive shall be given
        advance notice of the Determining Party selected by the Company, and shall
        have


       

       

      
        
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        the
          opportunity to reject to the selection, within two business days of being
          notified of the selection, on the basis of that Determining Party’s having a
          conflict of interest or other reasonable basis, in which case the Company
          shall
          select an alternative auditing firm among the ten largest accounting firms
          in the United States or alternative independent qualified tax counsel,
          which
          shall become the Determining Party.  Such Determining Party shall
          provide its determination (the "Determination"), together with detailed
          supporting calculations and documentation to the Company and Executive
          within
          ten (10) days of the termination of Executive’s employment or at such other time
          mutually agreed by the Company and Executive.  If the Determining
          Party determines that no Excise Tax is payable by Executive with respect
          to the
          Total Payments, it shall furnish Executive with an opinion reasonably acceptable
          to Executive that no Excise Tax will be imposed with respect to any such
          payments and, absent manifest error, such Determination shall be binding,
          final
          and conclusive upon the Company and Executive.  If the Determining
          Party determines that an Excise Tax would be payable, the Company shall
          have the
          right to accept the Determination as to the extent of the reduction, if
          any,
          pursuant to Section 16(a), or to have such Determination reviewed by another
          accounting firm selected by the Company, at the Company’s expense.  If
          the two accounting firms do not agree, a third accounting firm shall be
          jointly
          chosen by the Executive Party and the Company, in which case the determination
          of such third accounting firm shall be binding, final and conclusive upon
          the
          Company and Executive.

      

       

      (c)           If,
        notwithstanding any reduction described in this Section 16, the IRS determines
        that Executive is liable for the Excise Tax as a result of the receipt of
        any of
        the Total Payments or otherwise, then Executive shall be obligated to pay
        back
        to the Company, within thirty (30) days after a final IRS determination or
        in
        the event that Executive challenges the final IRS determination, a final
        judicial determination, a portion of the Total Payments equal to the “Repayment
        Amount.”  The Repayment Amount with respect to the payment of benefits
        shall be the smallest such amount, if any, as shall be required to be paid
        to
        the Company so that Executive’s net after-tax proceeds with respect to the Total
        Payments (after taking into account the payment of the Excise Tax and all
        other
        applicable taxes imposed on the Payment) shall be maximized.  The
        Repayment Amount shall be zero if a Repayment Amount of more than zero would
        not
        result in Executive’s net after-tax proceeds with respect to the Total Payments
        being maximized.  If the Excise Tax is not eliminated pursuant to this
        paragraph, the Executive shall pay the Excise Tax.

      


      (d)           Notwithstanding
        any other provision of this Section 16, if (i) there is a reduction in the
        Total
        Payments as described in this Section 16, (ii) the IRS later determines that
        Executive is liable for the Excise Tax, the payment of which would result
        in the
        maximization of Executive’s net after-tax proceeds (calculated as if Executive’s
        benefits had not previously been reduced), and (iii) Executive pays the
        Excise Tax, then the Company shall pay to Executive those payments or benefits
        which were reduced pursuant to this Section 16 as soon as administratively
        possible after Executive pays the Excise Tax so that Executive’s net after-tax
        proceeds with respect to the Total Payments are maximized.

      


      17.           Competition/Confidentiality.

       

      (a)           Acknowledgments
        by Executive.  Executive acknowledges that (a) during the Term and
        as a part of Executive’s employment, Executive has been and will be afforded
        access to 

       

       

      
        
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        Confidential
          Information (as defined below); (b) public disclosure of such Confidential
          Information could have an adverse effect on the Company and its business;
          (c)
          because Executive possesses substantial technical expertise and skill with
          respect to the Company’s business, Company desires to obtain exclusive ownership
          of each invention by Executive while Executive is employed by the Company,
          and
          Company will be at a substantial competitive disadvantage if it fails to
          acquire
          exclusive ownership of each such invention by Executive; and (d) the provisions
          of this Section 17 are reasonable and necessary to prevent the improper
          use or
          disclosure of Confidential Information and to provide Company with exclusive
          ownership of all inventions and works made or created by
          Executive.

      

       

      (b)            Confidential
        Information.  (i) The Executive acknowledges that during the Term
        Executive will have access to and may obtain, develop, or learn of Confidential
        Information (as defined below) under and pursuant to a relationship of trust
        and
        confidence.  The Executive shall hold such Confidential Information in
        strictest confidence and never at any time, during or after Executive’s
        employment terminates, directly or indirectly use for Executive’s own benefit or
        otherwise (except in connection with the performance of any duties as an
        employee hereunder) any Confidential Information, or divulge, reveal, disclose
        or communicate any Confidential Information to any unauthorized person or
        entity
        in any manner whatsoever.

       

      (ii)           As
        used in this Agreement, the term “Confidential Information” shall
        include, but not be limited to, any of the following information relating
        to
        Company learned by the Executive during the Term or as a result of Executive’s
        employment with Company:

       

          (A)           information
        regarding the Company’s business proposals, manner of the Company’s operations,
        and methods of selling or pricing any products or services;

       

          (B)           the
        identity of persons or entities actually conducting or considering conducting
        business with the Company, and any information in any form relating to such
        persons or entities and their relationship or dealings with the Company or
        its
        affiliates;

       

          (C)           any
        trade secret or confidential information of or concerning any business operation
        or business relationship

       

          (D)           computer
        databases, software programs and information relating to the nature of the
        hardware or software and how said hardware or software is used in combination
        or
        alone;

       

           (E)           information
        concerning Company personnel, confidential financial information, customer
        or
        customer prospect information, information concerning subscribers, subscriber
        and customer lists and data, methods and formulas for estimating costs and
        setting prices, engineering design standards, testing procedures, research
        results (such as marketing surveys, programming trials or product trials),
        cost
        data (such as billing, equipment and programming cost projection models),
        compensation information and models, business or marketing plans or strategies,
        deal or business terms, budgets, vendor names, programming operations, product
        names, information on proposed acquisitions or dispositions, actual performance
        compared to budgeted performance, long-range plans, internal financial
        information 

       

       

      
        
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        (including
          but not limited to financial and operating results for certain offices,
          divisions, departments, and key market areas that are not disclosed to
          the
          public in such form), results of internal analyses, computer programs and
          programming information, techniques and designs, and trade secrets;

         

        
          (F)           information
            concerning the Company’s employees, officers, directors and shareholders;
            and

           

        

              
           (G)           any
          other trade secret or information of a confidential or proprietary
          nature.

         

        (iii)           Executive
          shall not make or use any notes or memoranda relating to any Confidential
          Information except for uses reasonably expected by Executive to be for
          the
          benefit of the Company, and will, at Company’s request, return each original and
          every copy of any and all notes, memoranda, correspondence, diagrams or
          other
          records, in written or other form, that Executive may at any time have
          within
          his possession or control that contain any Confidential
          Information.

         

        (iv)           Notwithstanding
          the foregoing, Confidential Information shall not include information which
          has
          come within the public domain through no fault of or action by Executive
          or
          which has become rightfully available to Executive on a non-confidential
          basis
          from any third party, the disclosure of which to Executive does not violate
          any
          contractual or legal obligation such third party has to the Company or
          its
          affiliates with respect to such Confidential Information.  None of the
          foregoing obligations and restrictions applies to any part of the
          Confidential Information that Executive demonstrates was or became generally
          available to the public other than as a result of a disclosure by Executive
          or
          by any other person bound by a confidentiality obligation to the Company
          in
          respect of such Confidential Information.

         

        (v)           Executive
          will not remove from the Company’s premises (except to the extent such removal
          is for purposes of the performance of Executive’s duties at home or while
          traveling, or except as otherwise specifically authorized by Company) any
          Company document, record, notebook, plan, model, component, device, or
          computer
          software or code, whether embodied in a disk or in any other form (collectively,
          the “Proprietary Items”).  Executive recognizes that, as
          between Company and Executive, all of the Proprietary Items, whether or
          not
          developed by Executive, are the exclusive property of the
          Company.  Upon termination of Executive’s employment by either party,
          or upon the request of Company during the Term, Executive will return to
          Company
          all of the Proprietary Items in Executive’s possession or subject to Executive’s
          control, including all equipment (e.g., laptop computers, cell phone,
          portable e-mail devices, etc.), documents, files and data, and Executive
          shall
          not retain any copies, abstracts, sketches, or other physical embodiment
          of any
          such Proprietary Items.

         

        18.           Proprietary
          Developments.

         

         (a)           Any
          and all inventions, products, discoveries, improvements, processes, methods,
          computer software programs, models, techniques, or formulae (collectively,
          hereinafter referred to as “Developments”), made, conceived, developed,
          or created by Executive (alone or in conjunction with others, during regular
          work hours or otherwise) during  Executive’s
          employment,

      

       

       

      
        
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      which
        may
        be directly or indirectly useful in, or relate to, the business conducted
        or to
        be conducted by the Company will be promptly disclosed by  Executive
        to Company and shall be Company’s exclusive property.  The term
“Developments” shall not be deemed to include inventions, products, discoveries,
        improvements, processes, methods, computer software programs, models,
        techniques, or formulae which were in the possession of Executive prior to
        the
        Term.  Executive hereby transfers and assigns to Company all
        proprietary rights which Executive may have or acquire in any Developments
        and Executive waives any other special right which the Executive may have
        or
        accrue therein.  Executive will execute any documents and to take any
        actions that may be required, in the reasonable determination of Company’s
        counsel, to effect and confirm such assignment, transfer and waiver, to direct
        the issuance of patents, trademarks, or copyrights to Company with respect
        to
        such Developments as are to be Company’s exclusive property or to vest in
        Company title to such Developments; provided, however, that the expense of
        securing any patent, trademark or copyright shall be borne by Company. The
        parties agree that Developments shall constitute Confidential
        Information.

       

                   (b)           “Work
        Made for Hire.”  Any work performed by Executive during
        Executive’s employment with Company shall be considered a “Work Made for
        Hire” as defined in the U.S. Copyright laws, and shall be owned by and for
        the express benefit of Company.  In the event it should be established
        that such work does not qualify as a Work Made for Hire, Executive agrees
        to and
        does hereby assign to Company all of Executive’s right, title, and interest in
        such work product including, but not limited to, all copyrights and other
        proprietary rights.

       

      19.           Non-Competition
        and Non-Interference.

       

                   (a)           Acknowledgments
        by Executive.  Executive acknowledges and agrees that: (a) the
        services to be performed by Executive under this Agreement are of a special,
        unique, unusual, extraordinary, and intellectual character; (b) the Company
        competes with other businesses that are or could be located in any part of
        the
        United States; and (c) the provisions of this Section 19 are reasonable and
        necessary to protect the Company’s business and lawful protectable interests,
        and do not impair Executive’s ability to earn a living.

       

           (b)           Covenants
        of Executive.  For purposes of this Section 19, the term
“Restricted Period” shall mean the period commencing as of the date of
        this Agreement and terminating on the second anniversary (or, in the case
        of
        Section 19(b)(i), the first anniversary), of the date Executive’s employment
        terminated provided that the “Restricted Period” also shall encompass
        any period of time from whichever anniversary date is applicable until and
        ending on the last date Executive is to be paid any payment under Section
        15
        hereof.  In consideration of the acknowledgments by Executive, and in
        consideration of the compensation and benefits to be paid or provided to
        Executive by Company, Executive covenants and agrees that during the Restricted
        Period, the Executive will not, directly or indirectly, for Executive’s own
        benefit or for the benefit of any other person or entity other than the
        Company:

       

                                (i)         in
        the United States or any other country or territory where the Company then
        conducts its business: engage in, operate, finance, control or be employed
        by a
“Competitive Business” (defined below); serve as an officer or director of a
        Competitive Business (regardless of where Executive then lives or conducts
        such
        activities); perform any work as an employee, 

       

       

      
        
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      consultant
        (other than as a member of a professional consultancy, law firm, accounting
        firm
        or similar professional enterprise that has been retained by the Competitive
        Business and where Executive has no direct role in such professional consultancy
        and maintains the confidentiality of all information acquired by Executive
        during his or her employment with the Company), contractor, or in any other
        capacity with, a Competitive Business; directly or indirectly invest or own
        any interest in a Competitive Business (regardless of where Executive then
        lives or conducts such activities); or directly or indirectly provide any
        services or advice to a any business, person or entity who or which is engaged
        in a Competitive Business (other than as a member of a professional consultancy,
        law firm, accounting firm or similar professional enterprise that has been
        retained by the Competitive Business and where Executive has no direct role
        in
        such professional consultancy and maintains the confidentiality of all
        information acquired by Executive during his or her employment with the
        Company).  A “Competitive Business” is any business, person or
        entity who or which, anywhere within that part of the United States, or that
        part of any other country or territory, where the Company conducts business;
        owns or operates a cable television system; provides direct television or
        any
        satellite-based, telephone system-based, internet based or wireless system
        for
        delivering television, music or other entertainment programming (other than
        as
        an ancillary service, such as cellular telephone providers); provides telephony
        services using any wired connection or fixed (as opposed to mobile) wireless
        application; provides data or internet access services; or offers, provides,
        markets or sells any service or product of a type that is offered or marketed
        by
        or directly competitive with a service or product offered or marketed by
        the
        Company at the time Executive’s employment terminates; or who or which in any
        case is preparing or planning to do so. The provisions of this Section 19
        shall
        not be construed or applied (i) so as to prohibit Executive from owning not
        more
        than five percent (5%) of any class of securities that is publicly traded
        on any
        national or regional securities exchange, as long as Executive’s investment is
        passive and Executive does not lend or provide any services or advice to
        such
        business or otherwise violate the terms of this Agreement in connection with
        such investment; or (ii) so as to prohibit Executive from working as an employee
        in the cable television business for a company/business that owns or operates
        cable television franchises (by way of current example only, Time Warner,
        Cablevision, Cox or Comcast), provided that the company/business is not
        providing cable services in any political subdivision/ geographic area where
        the
        Company has a franchise or provides cable services (other than nominal overlaps
        of service areas) and the company/business is otherwise not engaged in a
        Competitive Business, and provided Executive does not otherwise violate the
        terms of this Agreement in connection with that work;

       

                                (ii)           contact,
        solicit or provide any service to any person or entity that was a customer
        franchisee, or prospective customer of the Company at any time during
        Executive’s employment (a prospective customer being one to whom the Company had
        made a business proposal within twelve (12) months prior to the time Executive’s
        employment terminated); or directly solicit or encourage any customer,
        franchisee or subscriber of the Company to purchase any service or product
        of a
        type offered by or competitive with any product or service provided by the
        Company, or to reduce the amount or level of business purchased by such
        customer, franchisee or subscriber from the Company; or take away or procure
        for
        the benefit of any competitor of the Company, any business of a type provided
        by
        or competitive with a product or service offered by the Company; or

       

       

      
        
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                                (iii)           solicit
        or recruit for employment, any person or persons who are employed by Company
        or
        any of its subsidiaries or affiliates, or who were so employed at any time
        within a period of six (6) months immediately prior to the date Executive’s
        employment terminated, or otherwise interfere with the relationship between
        any
        such person and the Company; nor will the Executive assist anyone else in
        recruiting any such employee to work for another company or business or discuss
        with any such person his or her leaving the employ of the Company or engaging
        in
        a business activity in competition with the Company. This provision shall
        not
        apply to secretarial, clerical, custodial or maintenance employees.

       

      If
        Executive violates any covenant contained in this Section 19, then the term
        of
        the covenants in this Section shall be extended by the period of time Executive
        was in violation of the same.

       

                 (c)           Provisions
        Pertaining to the Covenants.  Executive recognizes that the
        existing business of the Company extends to various locations and areas
        throughout the United States and may extend hereafter to other countries
        and
        territories and agrees that the scope of Section 19 shall extend to any part
        of
        the United States, and any other country or territory, where the Company
        operates or conducts business, or has concrete plans to do so at the time
        Executive’s employment terminates.  It is agreed that the Executive’s
        services hereunder are special, unique, unusual and extraordinary giving
        them
        peculiar value, the loss of which cannot be reasonably or adequately compensated
        for by damages, and in the event of the Executive’s breach of this Section,
        Company shall be entitled to equitable relief by way of injunction or otherwise
        in addition to the cessation of payments and benefits hereunder.  If
        any provision of Sections 17, 18 or 19 of this Agreement is deemed to be
        unenforceable by a court (whether because of the subject matter of the
        provision, the duration of a restriction, the geographic or other scope of
        a
        restriction or otherwise), that provision shall not be rendered void but
        the
        parties instead agree that the court shall amend and alter such provision
        to
        such lesser degree, time, scope, extent and/or territory as will grant Company
        the maximum restriction on Executive’s activities permitted by applicable law in
        such circumstances. Company’s failure to exercise its rights to enforce the
        provisions of this Agreement shall not be affected by the existence or non
        existence of any other similar agreement for anyone else employed by Company
        or
        by Company’s failure to exercise any of its rights under any such
        agreement.

       

                 (d)           Notices.  In
        order to preserve Company’s rights under this Agreement, Company is authorized
        to advise any potential or future employer, any third party with whom Executive
        may become employed or enter into any business or contractual relationship
        with,
        and any third party whom Executive may contact for any such purpose, of the
        existence of this Agreement and its terms, and Company shall not be liable
        for
        doing so.

       

                 (e)           Injunctive
        Relief and Additional Remedy.  Executive acknowledges that the
        injury that would be suffered by Company as a result of a breach of the
        provisions of this Agreement (including any provision of Sections 17, 18
        and 19)
        would be irreparable and that an award of monetary damages to Company for
        such a
        breach would be an inadequate remedy.  Consequently, Company will have the
        right, in addition to any other rights it may have, to obtain injunctive
        relief
        to restrain any breach or threatened breach or otherwise to specifically
        enforce
        any provision of this Agreement, and Company will not be obligated to post
        bond
        or other security in seeking such relief.  Without limiting Company’s
        rights under this Section or any other remedies of Company, if 

       

       

      
        
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      Executive
        breaches any of the provisions of Sections 17, 18 or 19, Company will have
        the
        right to cease making any payments otherwise due to Executive under this
        Agreement.

       

                 (f)           Covenants
        of Sections 17, 18 and 19 are Essential and Independent
        Covenants.  The covenants by Executive in Sections 17, 18 and 19
        are essential elements of this Agreement, and without Executive’s agreement to
        comply with such covenants, Company would not have entered into this Agreement
        or employed Executive.  Company and Executive have independently
        consulted their respective counsel and have been advised in all respects
        concerning the reasonableness and propriety of such covenants, with specific
        regard to the nature of the business conducted by
        Company.  Executive’s covenants in Sections 17, 18 and 19 are
        independent covenants and the existence of any claim by Executive against
        Company, under this Agreement or otherwise, will not excuse Executive’s breach
        of any covenant in Section 17, 18 or 19. If Executive’s employment hereunder is
        terminated, this Agreement will continue in full force and effect as is
        necessary or appropriate to enforce the covenants and agreements of Executive
        in
        Sections 17, 18 and 19.  The Company’s right to enforce the covenants
        in Sections 17, 18 and 19 shall not be adversely affected or limited by the
        Company’s failure to have an agreement with another employee with provisions at
        least as restrictive as those contained in Sections 17, 18 or 19 , or by
        the
        Company’s failure or inability to enforce (or agreement not to enforce) in full
        the provisions of any other or similar agreement containing one or more
        restrictions of the type specified in Sections 17, 18 and 19 of this
        Agreement.

       

                 20.           Executive’s
        Representations And Further
        Agreements.

       

                 (a)           Executive
        represents, warrants and covenants to Company that:

       

                            (i)           Neither
        the execution and delivery of this Agreement by Executive nor the performance
        of
        any of Executive’s duties hereunder in accordance with the Agreement will
        violate, conflict with or result in the breach of any order, judgment,
        employment contract, agreement not to compete or other agreement or arrangement
        to which Executive is a party or is subject;

       

                            (ii)          On
        or prior to the date hereof, Executive  has furnished to Company true
        and complete copies of all judgments, orders, written employment contracts,
        agreements not to compete, and other agreements or arrangements restricting
        Executive’s employment or business pursuits, that have current application to
        Executive;

       

                            (iii)          Executive
        is knowledgeable and sophisticated as to business matters, including the
        subject
        matter of this Agreement, and that prior to assenting to the terms of this
        Agreement, or giving the representations and warranties herein, Executive
        has
        been given a reasonable time to review it and has consulted with counsel
        of
        Executive’s choice; and

       

                            (iv)          Executive
        has not provided, nor been requested by Company to provide, to Company, any
        confidential or non public document or information of a former employer that
        constitutes or contains any protected trade secret, and will not use any
        protected trade secrets in connection with the Executive’s
        employment.

       

       

      
        
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                 (b)           During
        and subsequent to expiration of the Term, the Executive will cooperate with
        Company, and furnish any and all complete and truthful information, testimony
        or
        affidavits in connection with any matter that arose during the Executive’s
        employment, that in any way relates to the business or operations of the
        Company
        or any of its parent or subsidiary corporations or affiliates, or of which
        the
        Executive may have any knowledge or involvement; and will consult with and
        provide information to Company and its representatives concerning such
        matters.  Executive shall fully cooperate with Company in the
        protection and enforcement of any intellectual property rights that relate
        to
        services performed by Executive for Company, whether under the terms of
        this Agreement or prior to the execution of this Agreement.  This
        shall include without limitation executing, acknowledging, and delivering
        to
        Company all documents or papers that may be necessary to enable Company to
        publish or protect such intellectual property rights.  Subsequent to
        the Term, the parties will make their best efforts to have such cooperation
        performed at reasonable times and places and in a manner as not to unreasonably
        interfere with any other employment in which Executive may then be
        engaged.  Nothing in this Agreement shall be construed or interpreted
        as requiring the Executive to provide any testimony, sworn statement or
        declaration that is not complete and truthful.  If Company requires
        the Executive to travel outside the metropolitan area in the United States
        where
        the Executive then resides to provide any testimony or otherwise provide
        any
        such assistance, then Company will reimburse the Executive for any reasonable,
        ordinary and necessary travel and lodging expenses incurred by Executive
        to do
        so provided the Executive submits all documentation required under Company’s
        standard travel expense reimbursement policies and as otherwise may be required
        to satisfy any requirements under applicable tax laws for Company to deduct
        those expenses. Nothing in this Agreement shall be construed or interpreted
        as
        requiring the Executive to provide any testimony or affidavit that is not
        complete and truthful.

       

                  21.           Mutual
        Non-Disparagement.  Neither
        the Company nor Executive shall make any oral or written statement about
        the
        other party which is intended or reasonably likely to disparage the other
        party,
        or otherwise degrade the other party’s reputation in the business or legal
        community or in the telecommunications industry.

       

      22.           Foreign
        Corrupt Practices Act.  Executive
        agrees to comply in all material respects with the applicable provisions
        of the
        U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), as amended, which
        provides generally that: under no circumstances will foreign officials,
        representatives, political parties or holders of public offices be offered,
        promised or paid any money, remuneration, things of value, or provided any
        other
        benefit, direct or indirect, in connection with obtaining or maintaining
        contracts or orders hereunder.  When any representative, employee,
        agent, or other individual or organization associated with Executive is required
        to perform any obligation related to or in connection with this Agreement,
        the
        substance of this section shall be imposed upon such person and included
        in any
        agreement between Executive and any such person.  Failure by Executive
        to comply with the provisions of the FCPA shall constitute a material breach
        of
        this Agreement and shall entitle the Company to terminate Executive’s employment
        for Cause.

       

      23.           Purchases
        and Sales of the Company’s
        Securities.  Executive
        has read and agrees to comply in all respects with the Company’s Policy
        Regarding the Purchase and Sale of the Company’s Securities by Employees, as
        such Policy may be amended from time to time.  

       

       

      
        
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        Specifically,
          and without limitation, Executive agrees that Executive shall not purchase
          or
          sell stock in the Company at any time (a) that Executive possesses material
          non-public information about the Company or any of its businesses; and
          (b)
          during any “Trading Blackout Period” as may be determined by the Company as set
          forth in the Policy from time to time.

      

       

       

      24.           Indemnification.  (a)  If
        Executive is made a party or is threatened to be made a party or is otherwise
        involved in any action, suit or proceeding, whether civil, criminal,
        administrative or investigative (hereinafter, a "proceeding"), by reason
        of the
        fact that he or she is or was a director or an officer of the Corporation
        or is
        or was serving at the request of the Corporation as a director, officer,
        employee or agent of another corporation or of a partnership, joint venture,
        trust or other enterprise, including service with respect to an employee
        benefit
        plan (hereinafter, a "Covered Person"), whether the basis of such proceeding
        is
        alleged action in an official capacity as a director, officer, employee or
        agent
        or in any other capacity while serving as a director, officer, employee or
        agent, shall be indemnified and held harmless by the Corporation to the fullest
        extent authorized by the Delaware General Corporation Law, as the same exists
        or
        may hereafter be amended, against all expense, liability and loss (including
        attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
        paid in settlement) reasonably incurred or suffered by such Covered Person
        in
        connection therewith; provided, however, that, except as provided in
        Section 24(c) hereof with respect to proceedings to enforce rights to
        indemnification, the Corporation shall indemnify any such Covered Person
        in
        connection with a proceeding (or part thereof) initiated by such Covered
        Person
        only if such proceeding (or part thereof) was authorized by the
        Board.

      


      (b)   The
        Corporation shall pay
        the expenses (including attorneys' fees) incurred by Executive in defending
        any
        such proceeding in advance of its final disposition (hereinafter, an
        "advancement of expenses"), provided, however, that, if the Delaware
        General Corporation Law so requires, an advancement of expenses incurred
        by
        Executive in his or her capacity as such shall be made only upon delivery
        to the
        Corporation of an undertaking (hereinafter, an "Undertaking"), by or on behalf
        of such Executive, to repay all amounts so advanced if it shall ultimately
        be
        determined by final judicial decision from which there is no further right
        to
        appeal (hereinafter, a "Final Adjudication") that Executive was not entitled
        to
        be indemnified for such expenses under this Section 24 or
        otherwise.  The rights to indemnification and to the advancement of
        expenses conferred in Subsections 24(a) and (b) hereof shall be contract
        rights and such rights shall continue even after Executive ceases to be employed
        by the Company and shall inure to the benefit of Executive’s heirs, executors
        and administrators.

      


      (c)         If
        a claim under Section 24(a) or (b) hereof is not paid in full by the
        Company within sixty (60) days after a written claim therefore has been
        received by the Company, except in the case of a claim for an advancement
        of
        expenses, in which case the applicable period shall be twenty (20) days,
        Executive may at any time thereafter bring suit against the Company to recover
        the unpaid amount of the claim.  If Executive is successful in whole
        or in part in any such suit, or in a suit brought by the Company to recover
        an
        advancement of expenses pursuant to the terms of an Undertaking, Executive
        shall
        be entitled to be paid also the expense of prosecuting or defending such
        suit.  In (i) any suit brought by Executive to enforce a right to
        indemnification hereunder (but not in a suit brought by Executive to enforce
        a
        right to an advancement of expenses) 

       

       

      
        
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        it
          shall
          be a defense that, and (ii) any suit brought by the Company to recover an
          advancement of expenses pursuant to the terms of an Undertaking, the Company
          shall be entitled to recover such expenses upon a final adjudication that,
          Executive has not met the applicable standard for indemnification set forth
          in
          the Delaware General Corporation Law.  To the fullest extent permitted
          by law, neither the failure of the Company (including its disinterested
          directors, committee thereof, independent legal counsel or its stockholders)
          to
          have made a determination prior to the commencement of such suit that
          indemnification of Executive is proper in the circumstances because the
          Executive has met the applicable standard of conduct set forth in the Delaware
          General Corporation Law, nor an actual determination by the Company (including
          its disinterested directors, committee thereof, independent legal counsel
          or its
          stockholders) that Executive has not met such applicable standard of conduct,
          shall create a presumption that Executive has not met the applicable standard
          of
          conduct or, in the case of such a suit brought by Executive, be a defense
          to
          such suit.  In any suit brought by Executive to enforce a right to
          indemnification or to an advancement of expenses hereunder, or brought
          by the
          Company to recover an advancement of expenses pursuant to the terms of
          an
          undertaking, the burden of proving that Executive is not entitled to be
          indemnified, or to such advancement of expenses, under this Section 24
          or
          otherwise shall, to the extent permitted by law, be on the
          Company.

      

       

      (d)  The
        rights to indemnification and to the advancement of expenses conferred in
        this
        Section 24 shall not be exclusive of any other right of indemnification which
        Executive or any other person may have or hereafter acquire by any statute,
        the
        Corporation's Certificate of Incorporation or Bylaws, agreement, vote of
        stockholders or disinterested directors or otherwise.

       

      (e)           The
        Company may maintain insurance, at its expense, to protect itself and any
        director, officer, employee or agent of the Corporation or another corporation,
        partnership, joint venture, trust or other enterprise against any expense,
        liability or loss, whether or not the Company would have the power to indemnify
        such person against such expense, liability or loss under the Delaware General
        Corporation Law.

      


       

      25.           Withholding. 
        Anything to the contrary notwithstanding, all payments required to be made
        by
        Company hereunder  to Executive or his estate or beneficiary shall be
        subject to the withholding of such amounts, if any, relating to tax and other
        payroll deductions as the Company may reasonably determine it should withhold
        pursuant to applicable law or regulation.

       

      26.           Notices.  Any
        written notice required by this Agreement will be deemed provided and delivered
        to the intended recipient when (a) delivered in person by hand; or (b) three
        days after being sent via U.S. certified mail, return receipt requested;
        or (c)
        the day after being sent via by overnight courier, in each case when such
        notice
        is properly addressed to the following address and with all postage and similar
        fees having been paid in advance:

       

      
        	
                 

              	
                If
                  to the Company:

              	
                Charter
                  Communications, Inc.

              


      

      
        	
                 

              	 	
                Attn.:
                  Human Resources

              


      

      
        	
                 

              	 	
                12405
                  Powerscourt Drive

              


        	 	 	St.
                Louis, MO 63131


      

                                              

       

      
        
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                  If
                    to Executive:

                	
                  12405
                    Powerscourt Drive

                


        

        
          	
                   

                	 	
                  St.
                    Louis, MO 63131

                


        

         

      

      Either
        party may change the address to which notices, requests, demands and other
        communications to such party shall be delivered personally or mailed by giving
        written notice to the other party in the manner described above.

       

      27.           Binding
        Effect.  This
        Agreement shall be for the benefit of and binding upon the parties hereto
        and
        their respective heirs, personal representatives, legal representatives,
        successors and, where applicable, assigns.

       

      28.           Entire
        Agreement.  As
        of the Effective Date, the Employee and the Company hereby irrevocably agree
        that the Old Employment Agreement is hereby terminated in its entirety, and
        neither party thereto shall have any rights or obligations under the Old
        Employment Agreement, including but not limited to, in the case of the Employee,
        any right to any severance payment or benefit.  This Agreement
        constitutes the entire agreement between the listed parties with respect
        to the
        subject matter described in this Agreement and supersedes all prior agreements,
        understandings and arrangements, both oral and written, between the parties
        with
        respect to such subject matter, except to the extent said agreements,
        understandings and arrangements are referenced or referred to in this
        Agreement.  This Agreement may not be modified, amended, altered or
        rescinded in any manner, except by written instrument signed by both of the
        parties hereto; provided, however, that the waiver by either party of a breach
        or compliance with any provision of this Agreement shall not operate nor
        be
        construed as a waiver of any subsequent breach or compliance. Except to the
        extent the terms hereof are explicitly and directly inconsistent with the
        terms of the Plan, nothing herein shall be deemed to override or replace
        the
        terms of the Plan, including but not limited to sections 6.4, 9.4 and 10.4
        thereof.

       

      29.           Severability.  In
        case any one or more of the provisions of this Agreement shall be held by
        any
        court of competent jurisdiction or any arbitrator selected in accordance
        with
        the terms hereof to be illegal, invalid or unenforceable in any respect,
        such
        provision shall have no force and effect, but such holding shall not affect
        the
        legality, validity or enforceability of any other provision of this Agreement
        provided that the provisions held illegal, invalid or unenforceable does
        not
        reflect or manifest a fundamental benefit bargained for by a party
        hereto.

       

      30.           Assignment.  Subject
        to the Executive’s right to terminate in the event of a Change of Control
        hereunder, this Agreement can be assigned by the Company only to a company
        that
        controls, is controlled by, or is under common control with the Company and
        which assumes all of the Company’s obligations hereunder.  The duties
        and covenants of Executive under this Agreement, being personal, may not
        be
        assigned or delegated except that Executive may assign payments due hereunder
        to
        a trust established for the benefit of Executive’s family or to Executive’s
        estate or to any partnership or trust entered into by Executive and/or
        Executive’s immediate family members (meaning, Executive’s spouse and lineal
        descendants).  This agreement shall be binding in all respects on
        permissible assignees.

       

       

      
        
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      31.           Notification.  In
        order to preserve the Company’s rights under this Agreement, the Company is
        authorized to advise any third party with whom Executive may become employed
        or
        enter into any business or contractual relationship with, or whom Executive
        may
        contact for any such purpose, of the existence of this Agreement and its
        terms,
        and the Company shall not be liable for doing so.

       

      32.           Choice
        of Law/Jurisdiction This Agreement is deemed to be accepted and
        entered into in St. Louis County, Missouri. Executive and the Company intend
        and
        hereby acknowledge that jurisdiction over disputes with regard to this
        Agreement, and over all aspects of the relationship between the parties hereto,
        shall be governed by the laws of the State of Missouri without giving effect
        to
        its rules governing conflicts of laws.  Executive agrees that in any
        suit to enforce this Agreement, or as to any dispute that arises between
        the
        Company and the Executive regarding or relating to this Agreement and/or
        any
        aspect of Executive’s employment relationship with Company, venue and
        jurisdiction are proper in the County of St. Louis, and (if federal jurisdiction
        exists) the United States District Court for the Eastern Division of Missouri
        in
        St. Louis, and Executive waives all objections to jurisdiction and venue
        in any
        such forum and any defense that such forum is not the most convenient
        forum.

       

      33.           Section
        Headings.  The
        section headings contained in this Agreement are for reference purposes only
        and
        shall not affect in any manner the meaning or interpretation of this
        Agreement.

       

      34.           Counterparts.  This
        Agreement may be executed in any number of counterparts, each of which shall
        be
        deemed an original, but all of which taken together shall constitute one
        and the
        same instrument.

       

      [remainder
        of page intentionally left blank]

       

      


      
        
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      IN
        WITNESS WHEREOF, the parties have executed this Agreement on the date
        and year first above written.

       

      Charter
        Communications, Inc.

      


      


      By:
        /s/ Neil
        Smit                    


      Name:
        Neil Smit    

      Title: 
        President and Chief Executive Officer

      


      


      EXECUTIVE

      


      /s/
        Grier
        Raclin                   


      Name: Grier
        Raclin            


      Address: _________________________

      
 

      
        
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      Charter
        Communications

      Grant
        Summary Report

      Exhibit
        A

      


      Activity
        as of 6/25/2007

      


      
        	
                Grant
                  Date

              	
                Grant
                  Type

              	 	
                Grant
                  Price

              	 	 	
                Granted

              	 	 	
                Exercised

              	 	 	
                Canceled

              	 	 	
                Subject
                  to Repurchase

              	 	 	
                Outstanding

              	 	 	
                Vested

              	 	 	
                Outstanding
                  Exercisable

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                2001
                  Non-Qualified Stock Option

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Grier
                  C. Raclin

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                10/10/2005

              	
                Restricted

              	 	$	
                0.00

              	 	 	 	
                50,000

              	 	 	 	
                16,667

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                33,333

              	 	 	 	
                16,667

              	 	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                10/10/2005

              	
                Non-Qualified

              	 	$	
                1.36

              	 	 	 	
                245,800

              	 	 	 	
                61,450

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                184,350

              	 	 	 	
                61,450

              	 	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                10/10/2005

              	
                Restricted

              	 	$	
                0.00

              	 	 	 	
                62,775

              	 	 	 	
                0

              	 	 	 	
                8,632

              	 	 	 	
                0

              	 	 	 	
                54,143

              	 	 	 	
                0

              	 	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                3/10/2006

              	
                Non-Qualified

              	 	$	
                1.00

              	 	 	 	
                57,300

              	 	 	 	
                14,325

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                42,975

              	 	 	 	
                14,325

              	 	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                3/10/2006

              	
                Restricted

              	 	$	
                0.00

              	 	 	 	
                133,741

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                133,741

              	 	 	 	
                0

              	 	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                3/10/2006

              	
                Restricted

              	 	$	
                0.00

              	 	 	 	
                80,244

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                80,244

              	 	 	 	
                0

              	 	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                3/9/2007

              	
                Non-Qualified

              	 	$	
                2.84

              	 	 	 	
                57,300

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                57,300

              	 	 	 	
                0

              	 	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                3/9/2007

              	
                Restricted

              	 	$	
                0.00

              	 	 	 	
                133,741

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                0

              	 	 	 	
                133,741

              	 	 	 	
                0

              	 	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Optionee
                  Total

              	 	 	 	 	 	 	
                820,901

              	 	 	 	
                92,442

              	 	 	 	
                8,632

              	 	 	 	
                0

              	 	 	 	
                719,827

              	 	 	 	
                92,442

              	 	 	 	
                0

              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                Plan
                  Total

              	 	 	 	 	 	 	
                820,901

              	 	 	 	
                92,442

              	 	 	 	
                8,632

              	 	 	 	
                0

              	 	 	 	
                719,827

              	 	 	 	
                92,442

              	 	 	 	
                0

              	 


      

      


      


      


      
        
          Charter
            - Approved Prototype July 31, 2007

          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
 

      Exhibit
        B

      


      Executive
        Cash Award Plan

      


      

      


       

       

      
        
          Charter
            - Approved Prototype July 31, 2007

          
          

        

        
          28