exhibit10_5.htm


    Exhibit
      10.5

     

    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 Robert A. Quigley, an adult
      resident of  Illinois (the “Executive”).

     

    RECITALS:

     

    WHEREAS,
      the Executive and the Company have previously entered into that certain
      Employment Agreement dated December 9, 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 and Chief Marketing
      Officer  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)
      

     

    
      
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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 

     

     

    
      
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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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    (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 Chief Marketing Officer 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 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
      Term.  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) October 31, 2009  (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 and Chief Marketing Officer 
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 sales and marketing 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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    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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    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.

     

     

    
      
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          - 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


     

     

    
      
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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 independentqualified 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
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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
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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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        18

        
          

        

      

      
        
        

      

    

     

                              (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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        19

        
          

        

      

      
        
        

      

    

     

    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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        22

        
          

        

      

      
        
        

      

       

       

      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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        23

        
          

        

      

      
        
        

      

    

     

                        

    
      
        	
                 

              	
                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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        24

        
          

        

      

      
        
        

      

    

     

     

       
      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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        25

        
          

        

      

      
        
        

      

    

     

    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 Cheif Executive Officer

    


    


    EXECUTIVE

    


    /s/
      Robert A.
      Quigley                       


    Name:   Robert
      A.
      Quigley              


    Address: _________________________

    


    


    


    
      
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          - Approved Prototype July 31, 2007

        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    


     

    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

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Robert
                A. Quigley

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              12/5/2005

            	
              Non-Qualified

            	 	$	
              1.25

            	 	 	 	
              145,800

            	 	 	 	
              36,450

            	 	 	 	
              0

            	 	 	 	
              0

            	 	 	 	
              109,350

            	 	 	 	
              36,450

            	 	 	 	
              0

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              12/5/2005

            	
              Restricted

            	 	$	
              0.00

            	 	 	 	
              50,000

            	 	 	 	
              16,667

            	 	 	 	
              0

            	 	 	 	
              0

            	 	 	 	
              33,333

            	 	 	 	
              16,667

            	 	 	 	
              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

            	 	 	 	 	 	 	
              658,126

            	 	 	 	
              67,442

            	 	 	 	
              0

            	 	 	 	
              0

            	 	 	 	
              590,684

            	 	 	 	
              67,442

            	 	 	 	
              0

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Plan
                Total

            	 	 	 	 	 	 	
              658,126

            	 	 	 	
              67,442

            	 	 	 	
              0

            	 	 	 	
              0

            	 	 	 	
              590,684

            	 	 	 	
              67,442

            	 	 	 	
              0

            	 


    

    


    


    


    
      
        Charter
          - Approved Prototype July 31, 2007

        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


     

     

    Exhibit
      B

    


    Executive
      Cash Award Plan

     

    

    
      
        Charter
          - Approved Prototype July 31, 2007

        
        

      

      
        28