Exhibit 10.1 Employment Agreement


    Exhibit
      10.1

    
 

    
      
         

        EMPLOYMENT
          AGREEMENT

         

        THIS
          EMPLOYMENT AGREEMENT
          (this
          "Agreement") is entered into as of January 20, 2006 (the "Effective Date")
          by
          and between Charter
          Communications, Inc.,
          a
          Delaware corporation ("Charter"), and Jeffrey
          T. Fisher,
          an
          individual (the "Executive"). For purposes of this Agreement, except with
          respect to Charter’s obligations to Executive, the term "Company" includes
          Charter and all direct and indirect subsidiaries and controlled affiliates.
          

         

        W
          I T N E S S E T H: 

         

        WHEREAS:

         

        (1) 
          Charter and Executive desire for Executive to be employed by Charter
          upon and subject to the terms and conditions set forth in this
          Agreement;

        (2)
          Executive is willing and desires to be employed by Charter under the terms
          of
          this Agreement in
          lieu
          of any prior terms and conditions applicable to such existing
          employment;

        (3)
          Executive is willing and desires to accept employment with Charter hereafter
          upon and subject to the terms of this Agreement; and

        (4)
          Executive’s agreement to the terms and conditions of Sections 6 and 7 are a
          material and essential
          condition of Executive’s employment with Charter hereafter under the terms of
          this Agreement;

         

        Now,
          Therefore, in consideration of the premises, and the promises and agreements
          set
          forth below, the parties, intending to be legally bound, agree as
          follows:

         

        1. Employment
          Terms and Duties.

         

        1.1 Employment.
          Charter
          hereby employs Executive in an executive capacity as its Executive Vice
          President and Executive hereby accepts employment by Charter in an executive
          capacity as its Executive Vice President, upon the terms and conditions
          set
          forth in this Agreement and under a relationship of trust and
          confidence.

         

        1.2 Term.
          Executive’s employment under this Agreement commences as of the Effective Date
          and unless earlier terminated pursuant to the provisions of Section 5 below,
          shall terminate on the second anniversary of the Effective Date (the "Term").
          If
          Executive continues in Charter’s employ thereafter, Executive’s employment shall
          be on an at will basis, and only the provisions of Sections 6-7, and provisions
          directly related to their enforcement, shall continue to have any application
          or
          effect. 

         

        1.3 Duties.
          Executive is employed in an executive capacity to perform such executive,
          managerial and administrative duties as are assigned or delegated to Executive
          from time to time by the President and/or Chief Executive Officer or designee
          thereof, including but not limited to serving as Chief Financial Officer.
          The
          time when Executive will initially be assigned and start to serve as Chief
          Financial Officer of Charter, and assigned the responsibilities of that
          position, may be delayed by Charter up to and/or until such time as the
          Form
          10-Ks for fiscal year 2005 for Charter and its subsidiaries are filed with
          the
          Securities and Exchange Commission (but no later than April 1, 2006 unless
          otherwise agreed). 

         

        
          
            
            

          

          
            -1-

            
              

            

          

          
            
            

          

           

          Executive
            will devote substantially all Executive’s business time and attention to the
            business of the Company, will act in good faith to promote the success
            of the
            Company’s business, and will cooperate fully with the Executive Officers of
            Charter and the Board of Directors of Charter in the advancement of the
            best
            interests of the Company. Executive will perform Executive’s duties to the best
            of Executive’s abilities using Executive’s best efforts and in accordance with
            applicable law, and will comply with and carry out all Company policies
            and
            codes of conduct. Executive will work out of the Company’s corporate
            headquarters (currently located in St. Louis, Missouri), and will travel
            from
            time to time to the extent reasonably necessary to the performance of
            Executive's duties hereunder. It is expected and required, and it is
            one of
            Executive’s duties hereunder, that Executive act in good faith and use his best
            efforts to relocate his family and personal residence from the Atlanta,
            Georgia
            area to the St. Louis metropolitan area no later than August 14, 2006,
            regardless of when he actually sells his personal residence in the Atlanta,
            Georgia area. 

        

         

        Nothing
          in this Section 1.3, however, will prevent Executive from engaging in additional
          activities in connection with personal investments and community affairs
          that
          are not inconsistent with Executive’s duties under this Agreement (which
          community affairs shall be disclosed to and subject to approval by the
          President
          and/or Chief Executive Officer and/or Chief Operating Officer and/or Chairman
          of
          the Board of Directors); provided such activities do not create the appearance
          of or an actual conflict of interest and do not violate any other provisions
          of
          this Agreement. 

         

        1.4 Service
          for Subsidiaries And Affiliates; Indemnification.
          Executive may be nominated and appointed to an office with Charter, and/or
          one
          or more boards of directors and to one or more offices of subsidiaries
          and
          affiliates of Charter during Executive’s employment. While serving as a director
          or as an officer of any such subsidiary or affiliate, or performing any
          duties
          for any such subsidiary or affiliate, Executive will serve and fulfill
          all
          duties without additional compensation. Executive will be covered in such
          capacities by any directors and officers insurance policy Charter may have
          in
          place from time to time and by the Company’s indemnification policies as may be
          in effect from time to time, as applicable.

         

        2. Compensation.

         

        2.1 Basic
          Compensation.
          

         

        (a) Base
          Salary.  Starting
          the Effective Date, Executive will be paid a base salary at an annual rate
          of
          $500,000 (the "Salary") during Executive’s employment. The Salary will be
          payable in equal periodic installments according to Charter’s customary payroll
          practices, but no less frequently than monthly. The Salary may be increased
          during the Term of Executive’s employment by the "Board" (the term "Board"
          meaning, whenever used herein, the Board of Directors of Charter or the
          Compensation Committee or other designated committee of the Board of Directors
          of Charter), but shall not be reduced below the rate set forth above without
          Executive’s written consent. When increased or decreased in accordance with the
          terms of this Agreement, the new minimum base annual salary shall be deemed
          Executive’s "Salary" for all purposes of this Agreement. 

        

          (b) Signing
            Bonus.
            Executive will be paid a one time signing bonus of One Hundred Thousand
            Dollars
            ($100,000), within fifteen (15) days after Executive signs and delivers
            this
            Agreement to Charter. 

        

         

        
          (c) Relocation
            Assistance. 

        

         

        
          
            
            

          

          
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                        (1) Executive
          will be entitled to relocation assistance with regard to relocation from
          Executive’s current residence from the Atlanta, Georgia area to the St. Louis,
          Missouri metropolitan area as and to the extent permitted by Charter’s current
          executive homeowner relocation plan, through Charter’s relocation provider,
          Primacy. A copy of this policy has been provided to Executive. This benefit
          requires that a repayment agreement be signed which stipulates that relocation
          expenses must be repaid if Executive departs from the organization within
          12
          months of the Effective Date of this Agreement for voluntary reasons (other
          than
          a permitted termination of employment by Executive for Good Reason (defined
          below) as provided for in Section 5). 

         

                   (2) As
          soon
          as practicable following the Effective Date Executive will be provided
          with
          Charter supplied corporate housing in the St. Louis metropolitan area,
          or in
          lieu of corporate supplied housing, then in a mutually agreeable hotel
          of
          appropriate quality during the work week. The costs for this temporary
          housing/hotel will be covered by Charter’s homeowner relocation plan until
          Executive completes the purchase of a home in the St. Louis metropolitan
          area,
          or August 14, 2006, whichever first occurs. 

         

                        (3) If
          Executive’s family moves to the St. Louis metropolitan area before August 14,
          2006, but before Executive purchases a home in the St. Louis metropolitan
          area,
          then between the time of the move and the time Executive purchases a home
          in the
          St. Louis metropolitan area, Executive and Executive’s family may stay in
          suitable Charter-supplied corporate housing in the St. Louis metropolitan
          area
          selected by Charter. The costs for this housing will be covered by Charter’s
          homeowner relocation plan, as it is for Executive’s temporary housing, through
          (but not after) August 14, 2006. 

         

        (4) Until
          Executive’s family relocates to the St. Louis metropolitan area, Charter will
          reimburse Executive for all reasonable and necessary costs incurred by
          Executive
          to travel between Executive’s Atlanta residence and St. Louis, Missouri (and, to
          the extent corporate housing is not provided, then as part of travel costs,
          the
          reasonable cost incurred for staying during the week at an agreed hotel
          of
          suitable quality for Charter executives), on a not more than weekly basis,
          during the time period between the date Executive commences work at Charter
          headquarters and August 14, 2006. In addition, Charter will pay for the
          travel
          costs for up to three (3) house hunting / school visit trips for Executive
          and
          Executive’s family under and per the terms of Charter’s relocation policy;
          provided that Executive shall act in good faith to make reasonable efforts
          to
          minimize the costs associated with such travel. All travel costs incurred
          will
          be reimbursed under Charter’s normal expense reimbursement policies as soon as
          administratively practicable after submission of the expenses and associated
          required documentation. To the extent such expense reimbursements are considered
          taxable income, Charter will reimburse Executive for those expenses on
          a
          "grossed up" basis for such taxes (i.e., including any taxes on such tax
          reimbursement to the degree it also is deemed income) based on Executive’s
          taxable compensation from Charter in that year, calculated on an annualized
          basis. Under Charter’s current practice, such gross up payments are made at year
          end.

         

        (5) In
          the
          event Executive purchase a residence in the St. Louis metropolitan area
          before
          Executive sells his principal residence in Atlanta Georgia, and Executive
          owes
          monthly mortgage payments on both the St. Louis residence and the Atlanta
          residence, then for the months during which Executive is employed by Charter
          and
          is required to make a monthly home mortgage payment on both residences,
          Charter
          will reimburse Executive, on a monthly basis, for the lesser of the two
          monthly
          mortgage payments (excluding payments attributable to home equity lines
          or other
          subordinate mortgages) for a period of months not to exceed six (6) months
          (‘the
          Mortgage Reimbursement Provision"). 

         

         

        
          
            
            

          

          
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        Reimbursement
          for each such payment will be made on the first day of the month immediately
          following the month in which the monthly mortgage payment is paid. In the
          event
          that, at the expiration of the six (6) month period described above, Executive
          has not yet received a bona fide offer to purchase Executive’s Atlanta, Georgia
          residence for at least $817,500, then Executive may request that Charter
          extend
          the time period for the Mortgage Reimbursement Provision until Executive
          sells
          his Atlanta, Georgia residence or until the sum of the mortgage payments
          made
          during the Extension Period equals Fifty Thousand Dollars ($50,000), whichever
          first occurs (the "Extension Period"). 

         

        (6) In
          the
          event that, while employed by Charter, Executive sells his principal residence
          in Atlanta, Georgia in an arms length transaction for less than $817,500,
          then
          Charter will pay Executive, sixty (60) days after the date of the sale,
          the
          difference between the $817,500 and the price at which Executive sold such
          residence, not to exceed the sum of Fifty Thousand Dollars ($50,000)(the
          "Loss
          on Sale"). The Loss on Sale is subject to reduction as follows: All amounts
          paid
          by Charter during the Extension Period under Section 2.1 (c)(5) shall serve
          to
          reduce the amount payable as a Loss on Sale under this Section on a dollar
          per
          dollar basis. 

         

        (7) In
          order
          to be eligible to receive the benefits specified in this Section 2.1 (c),
          Executive must be employed by Charter and must list his principal residence
          in
          Atlanta Georgia for sale in accordance with Charter’s relocation program not
          later than March 15, 2006, and act in good faith to make reasonable efforts
          to
          promptly sell his Atlanta residence. However, in no case shall "reasonable
          efforts" be deemed to require that Executive would accept an offer to purchase
          the residence that would necessitate vacating the residence prior to June
          1,
          2006, nor accepting an offer for less than $767,500. 

        


        2.2 Incentive
          Compensation.
          

         

        
          (a) Bonus
            Plan. During
            Executive’s employment, Executive shall be entitled to participate in an
            incentive bonus program established by the Board to measure and reward
            management for the financial performance of Charter that applies to senior
            executive officers of Charter generally, with a target bonus percentage
            for the
            2006 Executive Bonus Plan of up to seventy percent (70%) of Salary. In
            all
            cases, the payment of any incentive compensation shall be at the discretion
            of
            the Board, which may consider any factors it deems relevant, including
            the
            assessment of the performance of Executive and Charter during the relevant
            time
            period, provided the criteria used to determine whether Executive should
            receive
            a bonus under the plan shall be substantially consistent with those used
            to
            determine whether another senior executive participating in that same
            plan
            receives a bonus under the plan. The terms of any incentive compensation
            or
            bonus plan and any payouts or awards thereunder shall be established
            and
            determined from time to time by the Board in its discretion. In no event,
            however, shall payment of any such amount be made later than two and
            one-half
            months after the end of the calendar year and the amount otherwise was
            determined to be payable. Participation will begin in 2006, with no partial
            pro
            ration for 2006. Nothing in this paragraph shall be construed to entitle
            Executive to participate in any special incentive or bonus plan that
            is not a
            plan or program generally applicable to other senior executives, or that
            may be
            developed by the Board for the President and/or Chief Executive Officer,
            the
            Chief Operating Officer and/or another specific executive officer of
            Charter
            (unless specifically designated as a participant in such plan by the
            Board, in
            their sole discretion).

           

          
            
              
              

            

            
              -4-

              
                

              

            

            
              
              

            

          

        

         

                    (b) Cash
          Award Plan And Equivalent Benefit.
          Executive will participate in the Charter Communications Inc. 2005 Executive
          Cash Award Plan ("Cash Award Plan"), commencing in 2006, and contributions
          will
          be made for 2006 and thereafter at 20% of Executive's Base Salary as and
          to the
          extent called for by the Cash Award Plan. No contributions will be made
          to
          Executive's account under the Cash Award Plan at, or for periods of time
          prior
          to, the time of initial participation in the Cash Award Plan. However,
          although
          not part of the Cash Award Plan, Charter will in addition provide to Executive
          the same additional benefit Executive would have been entitled to receive
          under
          the Cash Award Plan if Executive had participated in the Cash Award Plan
          commencing at or about the time of its inception in 2005, rather than starting
          in 2006 (based upon the assumption that Executive’s Base Salary at the time of
          initial participation would have been $500,000). The payment of this additional
          benefit will be subject to, and made upon, the same terms and conditions
          as
          payment of any benefit under the Cash Award Plan, and shall be paid only
          as and
          when the same would otherwise be payable under the Cash Award Plan. In
          case of
          any dispute over the meaning and terms of this provision, the terms applicable
          to the Cash Award Plan shall control.

        


        2.3. Equity
          Awards. 

         

        (a) Restricted
          Stock. 

         

        (1)  On
          the
          date Executive starts employment with Charter, Executive shall be granted
          an
          award of 50,000 restricted shares of Charter common stock upon and subject
          to
          the terms of the Charter Communications, Inc. 2001 Stock Incentive Plan
          (the
          "Stock Incentive Plan") and the standard restricted stock agreement issued
          under
          that Stock Incentive Plan. These restricted shares will vest, during Executive’s
          employment, annually in equal installments over a three (3) year time period
          from the grant date. 

         

        (2) During
          Executive’s employment, Executive will be treated on an equivalent basis with
          other Executive Vice Presidents at the same reporting level as Executive
          with
          respect to the right to participate in any types of major non-performance
          based
          awards of restricted stock or similar equity participations made after
          the
          Effective Date, excluding situations where awards of restricted stock or
          similar
          equity participations are made as part of an offer of employment to a new
          executive, or where a special plan or special award is granted or made
          available
          by the Board or the CEO to a single executive. 

         

        (b) Stock
          Options.
          On the
          Effective Date, Executive shall be granted options to purchase 1,000,000
          shares
          of Charter common stock pursuant to and under the terms of the Stock Incentive
          Plan and the standard stock option agreement issued under that plan. In
          addition, Executive will receive, in the first quarter of 2006, additional
          options to purchase 145,800 shares of Charter common stock pursuant to
          and under
          the terms of the Stock Incentive Plan and the standard stock option agreement
          issued under that plan. These options will vest, during Executive’s employment,
          annually in four (4) equal annual installments over a four (4) year time
          period
          from the grant date. The option price shall be the fair market value for
          the
          shares as of the grant date as determined according to Charter’s standard
          practices. 

        


        (c) Performance
          Shares. Executive
          will be granted, in the first quarter of 2006, an award of 83,700 performance
          shares under and upon the terms of the Incentive Stock Plan, which Executive
          will be eligible to earn on the same terms that apply to other executives
          generally under that plan. For purposes of this participation, Executive
          will be
          eligible to earn these shares over the three (3) 

         

         

        
          
            
            

          

          
            -5-

            
              

            

          

          
            
            

          

           

          year
            performance cycle January 2006-December 2008, based on performance against
            objective performance criteria established by the Board and applicable
            to other
            senior executive participants. 

        

        


        (d) Long
          Term Incentive Plan. Executive
          will participate in Charter’s current Long Term Incentive Plan at a level
          commensurate with other Executive Vice Presidents at the same level receiving
          future option, performance share, restricted share and/or long-term incentive
          compensation as determined by the Board in its discretion and excluding
          situations where awards of restricted stock and/or options are made as
          part of
          an offer of employment to a new executive, or where a special plan or special
          award is granted or made available by the Board or the CEO to a single
          executive.

        


        2.4 Welfare
          And Other Benefits. During
          Executive’s employment, Executive will be permitted to participate in such
          pension, profit sharing, life insurance, disability insurance, hospitalization,
          major medical, directors and officers indemnification or insurance policies,
          and
          other employee benefit plans of Charter that may be in effect from time
          to time
          generally for other senior executives of Charter having the same pay grade
          as
          Executive, all to the extent Executive is eligible under the terms of such
          plans
          (collectively, the "Benefits"). The Benefits shall be subject to change
          and
          discontinuation from time to time as the same may be changed or discontinued
          as
          to Charter employees in the same pay grade as Executive and/or Company
          employees
          generally. In addition, Charter will reimburse Executive for the cost of
          continuing Executive’s existing family health insurance coverage with
          Executive’s current employer under COBRA for coverage for the time period
          between the termination of Executive’s present employment outside of Charter (or
          January 15, 2006, whichever is later), and the earliest date on which Executive
          and Executive’s family become eligible for coverage under Charter’s group health
          insurance plan; provided Executive timely elects COBRA continuation
          coverage.

        


        2.5. Business
          Expenses and Perquisites. During
          Executive’s employment, Charter will
          promptly reimburse Executive (or pay directly to the supplier of services)
          for
          all reasonable and necessary out-of-pocket expenses actually incurred by
          Executive in connection with the performance of Executive's duties hereunder,
          (including without limitation, appropriate business entertainment activities,
          expenses incurred by Executive in attending approved conventions, seminars,
          and
          other business meetings, and promotional activities); in each case subject
          to
          Executive's furnishing Charter with evidence reasonably satisfactory to
          Charter
          (such as receipts) substantiating the claimed expenditures (such expenses
          being
          commensurate with the office and position of Executive and within budgetary
          limitations), subject to compliance with the terms of any expense reimbursement
          policy from time to time in effect (including with respect to pre-approvals),
          and subject to Executive providing Charter with such other information
          and
          documentation as may be necessary or required by Charter to deduct such
          expenses
          for purposes of the United States Internal Revenue Code of 1986, as amended
          (the
          "Code"). All such payments will be made no later than two and one-half
          months
          after the end of the calendar year in which Executive became entitled to
          receive
          such payment. 

        


        3. Facilities
          and Expenses. During
          Executive’s employment, Charter will furnish Executive office space, equipment,
          supplies, and such other facilities and personnel as Charter deems necessary
          or
          appropriate for the performance of Executive’s duties under this Agreement.
          Charter will pay Executive’s dues in such professional organizations as the
          President and/or Chief Executive Officer and/or Chief Operating Officer
          deems
          appropriate.

         

        4.
           Vacations
          and Holidays. Executive
          will be entitled to paid vacation in accordance with the vacation policies
          of
          Charter in effect for its executive officers from time to time. Vacation
          must be
          taken by 

         

        
          
            
            

          

          
            -6-

            
              

            

          

          
            
            

          

        

         

        Executive
          at such time or times as approved by the President and/or Chief Executive
          Officer and/or Chief Operating Officer and/or the designee thereof. Executive
          will also be entitled to the paid holidays (without additional compensation)
          as
          and to the extent set forth in Charter’s policies as the same may change from
          time to time for employees generally.

         

        5. Termination.

         

        5.1.  Events
          of Termination.
          Executive’s employment, Salary, Benefits, and incentive compensation, and any
          and all other rights of Executive under this Agreement (excluding accrued
          rights
          and benefits), will terminate prior to the expiration of the Term specified
          in
          Section 1.2:

         

        
          	 	
                  (a)

                	
                  upon
                    the death of Executive;

                


        

        
          	 	
                  (b)

                	
                  upon
                    the Disability of Executive (as defined in Section 5.2)
                    immediately
                    upon notice from either party to the
                    other;

                


        

        
          	 	
                  (c)

                	
                  for
                    Cause (as defined in Section 5.3), immediately upon notice
                    from
                    Charter to Executive, or at such later time as such notice may
                    specify;

                


        

        
          	 	
                  (d)

                	
                  without
                    Cause (as defined in Section 5.3), immediately upon notice
                    from
                    Charter to Executive, or at such later time as such notice may
                    specify;

                


        

        
          	 	
                  (e)

                	
                  for
                    Good Reason (as defined in Section 5.4) upon not less
                    than thirty
                    days’ (nor more than ninety (90) days) prior notice from Executive
                    to
                    Charter; or

                


        

        
          	 	
                  (f)

                	
                  without
                    Good Reason, immediately upon notice from Executive to
                    Charter.

                


        

         

        5.2. Definition
          of "Disability."
          For
          purposes of Section 5.1, and 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 5.2, 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 Charter in which Executive
          participates. The Disability of Executive will be determined by a medical
          doctor
          selected by written agreement of Charter 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 Charter 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 5.2 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 5.2, and to other specialists designated
          by such medical doctor, and Executive hereby authorizes the disclosure
          and
          release to Charter 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 5.2 for the purposes of submitting Executive to the examinations,
          and providing the authorization of disclosure, required under this
          Section 5.2.

         

        
          
            
            

          

          
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        5.3. Definition
          of "Cause."
          For
          purposes of Section 5.1, and this Agreement, the term "Cause" means:
           

        


        (a)  Executive’s
          breach of a material obligation or representation under this Agreement
          or breach
          of any fiduciary duty to Charter; or any act of fraud or knowing
          misrepresentation or concealment on behalf of or to Charter or the Board
          of
          Directors; 

        


        (b) Executive’s
          failure to adhere in any material respect to (i) any Company 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; 

        


        (c)
           Executive’s
          failure or refusal to perform any lawful duty or assignment; or the
          appropriation (or attempted appropriation) of a material business opportunity
          of
          the Company, including attempting to secure or securing any personal profit
          in
          connection with any transaction entered into on behalf of the Company (other
          than through stock options, bonuses and other incentives provided by Charter
          to
          Executive); 

        


        (d) 
          Executive’s misappropriation (or attempted misappropriation) of any of the
          Company’s funds or property; or any breach of fiduciary duty to the Company or
          any plan or program sponsored by the Company; 

        


        (e)  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 the Company or its reputation; or the
          institution of criminal charges against Executive, which are not dismissed
          within sixty (60) days after institution, for fraud, embezzlement, any
          offense
          involving dishonesty or constituting a breach of trust, or any felony (including
          without limitation a crime in any jurisdiction other than the United States
          or
          any state thereof in which Company does business which would constitute
          such a
          felony under the laws of the United States or any state thereof); 

        


        (f)  Executive’s
          admission of liability of, or finding of liability for, the 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; 

        


        (g)   conduct
          by Executive in connection with Executive’s employment that constitutes gross
          neglect of any duty or responsibility, willful misconduct, or recklessness;
          

        


        (h)
           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; 

         

        
          
            
            

          

          
            -8-

            
              

            

          

          
            
            

          

           

          "excessive"
            meaning either repeated unprofessional use or any single event of consumption
            giving rise to significant intoxication or unprofessional behavior;
            or

        

        


        (i)
           Executive’s
          material violation of any federal, state or local law that may result in
          a
          direct or indirect financial loss to the Company or damage the Company’s
          reputation. 

        


        If
          Executive commits or is charged with committing any offense of the character
          or
          type specified in Section 5.3 (e), (f) or (i) above, then Charter 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 and
          all other compensation or other amounts paid hereunder from the date of
          the
          suspension, and (x) (unless otherwise precluded by or because of the terms
          of
          the applicable plan) any of the restricted stock or options that vested
          after
          the date of such suspension shall forthwith be cancelled, and (y) if any
          such
          stock options, the shares subject thereto, or the restricted shares that
          vested
          during such suspension of Executive’s employment have theretofore been sold by
          Executive, the cash value thereof shall be repaid to Charter immediately.
          

        


        5.4. Definition
          of "Good Reason."
          For
          purposes of Section 5.1, and this Agreement, the term "Good Reason" shall
          mean
          (a) any reduction in Executive’s Salary except as permitted hereunder, (b) with
          respect to the target bonus percentage specified in Section 2.2 (a), a
          reduction
          in the target bonus percentage assigned to the Executive for a plan year
          from
          the target bonus percentage for such plan assigned to Executive in the
          immediately preceding year (it being understood that, in applying this
          provision
          to the 2007 plan year the target bonus percentage assigned to the Executive
          in
          the prior year shall be 70%), (c) without Executive’s consent, a 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) or a transfer or reassignment to another executive of major
          responsibilities assigned to Executive that are part of the responsibilities
          and
          functions assigned to a chief financial officer of a corporation after
          those
          responsibilities and functions have been assigned to Executive; or (d)
          instruction to relocate Executive’s primary workplace to a location that is more
          than fifty (50) miles from the office where Executive is initially assigned
          to
          work as Executive’s principal office, or outside the greater metropolitan area
          where such office is located, whichever is greater; in each case if Executive
          objects in writing within 10 days, unless Charter retracts and/or rectifies
          the
          reduction in Salary, the change in reporting structure, the transfer or
          reassignment of major responsibilities, or the instruction to relocate,
          within
          30 days following Charter’s receipt of timely written objection from Executive.


        


        5.5. Termination
          Pay.
          Effective upon the termination of Executive’s employment, Charter 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 5.5 and in Section 4, except to the extent
          otherwise
          provided for in any Charter stock incentive or stock option plan, or any
          Charter
          cash award plan (including, among others, the 2005 Executive Cash Award
          Plan),
          approved by the Board. For purposes of this Section 5.5, Executive’s
          designated beneficiary will be such individual beneficiary or trust, located
          at
          such address, as Executive may designate by notice to Charter from time
          to time
          or, if Executive fails to give notice to Charter of such a beneficiary,
          Executive’s estate. Notwithstanding the preceding sentence, Charter 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 

         

        
          
            
            

          

          
            -9-

            
              

            

          

          
            
            

          

           

          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.

        

         

        5.5.1. Termination
          by Executive for Good Reason or by Charter without Cause.
          If prior
          to expiration of the Term, Executive terminates Executive’s employment for Good
          Reason, or Charter terminates Executive’s employment other than for Cause (but
          not because of the Disability or death of Executive), Executive will be
          entitled
          to receive on and subject to the conditions of this Agreement:

         

        (a) Executive’s
          then-existing Salary for the remainder of the Term specified in Section
          1.2, or
          a period of twelve (12) months, whichever is greater. Subject to the provisions
          of Section 5.6, this amount (the "Separation Payment") will be paid over
          the
          period of time used to calculate the Separation Payment (i.e., the balance
          of
          the Term at the time employment terminated or twelve (12) months, whichever
          was
          greater) in equal bi weekly installments on the Company’s regular pay days for
          executives, and commencing with the first payday after all conditions in
          Section
          5.6 are satisfied; provided that, to the extent required to avoid the tax
          consequences of Section 409A of the Code, 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 after the six (6) month anniversary of the date
          Executive’s employment terminates. 

         

        (b) the
          amount of Executive’s incentive compensation for the year during which the
          termination is effective (prorated for the period from the beginning of
          the year
          in question until the effective date of termination) if and to the extent
          a
          bonus otherwise is payable under the terms of the applicable incentive
          bonus
          plan as determined by the Board, based upon results for the entire year.
          This
          amount will be payable as and when incentive compensation under such plan
          for
          the year in question is paid to other participants generally but not later
          than
          two and one-half months after the end of the calendar year in which the
          termination is effective. The Board shall determine the amount of any such
          bonus
          and/or the extent to which any such bonus has been earned under the plan,
          in its
          sole discretion, considering results for the entire year and not just the
          period
          of Executive’s employment;; provided that, to the extent required to avoid the
          tax consequences of Section 409A of the Code, this payment shall be delayed
          until the day after the six (6) month anniversary of the date Executive’s
          employment terminates.

         

        (c) 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 not later
          than two
          and one-half months after the end of the calendar year during which Executive’s
          employment terminated;

         

        (d) a
          lump
          sum payment (net after deduction of taxes and other required withholdings)
          equal
          to (i) the greater of the number of full months remaining in the Term at
          the
          time Executive’s employment terminated, or twelve (12), times (ii) the monthly
          cost, at the time Executive’s employment terminated, for Executive to receive
          under COBRA the paid coverage for health, dental and vision benefits then
          being
          provided for Executive at the Company’s cost at the time Executive’s employment
          terminated. This amount will be paid at the same time the payment is made
          under
          Section 5.5.1 (a), and will not take into account future increases in costs
          during the applicable time period; and

         

        
          
            
            

          

          
            -10-

            
              

            

          

          
            
            

          

        

         

                  (e)
 to
          the
          extent authorized and permitted by the terms of the applicable plan, any
          stock
          options and restricted stock previously awarded to Executive will continue
          to
          vest under such plan for the period of time immediately following termination
          of
          Executive’s employment that is equal to the period of time used to calculate the
          payment under Section 5.5.1 (a). This period of time qualifies, in the
          case of a
          payment under Section 5.5.1, as the period of time during which Executive
          is
          receiving severance for purposes of Section 5.4 of the Stock Incentive
          Plan, as
          amended, and any applicable stock option or restricted stock agreement
          signed
          pursuant to a grant under such plan (and the payment specified in Section
          5.5.1
          (a) above qualifies as "severance" for purposes of Section 5.4 of the Stock
          Incentive Plan.

         

        Executive
          shall be entitled to no other compensation or benefits except as expressly
          provided in this paragraph. 

         

        5.5.2. Termination
          by Executive without Good Reason or by Charter for Cause.
          If prior
          to the expiration of the Term or thereafter, Executive terminates Executive’s
          employment prior to expiration of the Term without Good Reason or if Charter
          terminates this Agreement for Cause, Executive will be entitled to receive
          Executive’s then-existing 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
          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. Executive shall be entitled to no other compensation
          or
          benefits except as expressly provided in this paragraph.

         

        5.5.3. Termination
          upon Disability.
          If prior
          to the expiration of the Term, Executive’s employment is terminated by either
          party as a result of Executive’s Disability, as determined under
          Section 5.2, Charter will pay Executive his or her then-existing
          Salary
          through the remainder of the calendar month during which such termination
          is
          Effective and for the lesser of (i) six consecutive months thereafter,
          or (ii)
          the date on which any disability insurance benefits commence under any
          disability insurance coverage furnished by Charter to Executive. Any unvested
          options and shares of restricted stock shall terminate upon a termination
          for
          Disability unless otherwise provided for in any applicable plan or award
          agreement. Executive shall be entitled to no other compensation or benefits
          except as expressly provided in this paragraph; provided that, to the extent
          required to avoid the tax consequences of Section 409A of the Code, 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 after the six (6) month
          anniversary of the date Executive’s employment terminates.

         

        5.5.4. Termination
          upon Death.
          If
          Executive’s employment terminates because of Executive’s death, Executive will
          be entitled to receive Executive’s then-existing Salary through the end of the
          calendar month in which the death occurs and shall be paid for 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. Any unvested options and shares of restricted
          stock shall terminate upon Death unless otherwise provided for in any applicable
          plan or award agreement. Executive shall be entitled to no other compensation
          or
          benefits except as expressly provided in this paragraph.

         

        5.5.5. Benefits.
          Except
          as otherwise required by law, Executive’s accrual of, or participation in plans
          providing for, the Benefits will cease at the effective date of the termination
          of employment, and Executive will be entitled to accrued benefits pursuant
          to
          such plans only as provided in such plans.

         

        
          
            
            

          

          
            -11-

            
              

            

          

          
            
            

          

        

         

        5.6. Conditions
          To Payments.
          To be
          eligible to receive (and continue to receive) and retain the payments and
          benefits described in Sections 5.5.1 (a) - (e), Executive must comply with
          the
          provisions of Sections 6 and 7 and first execute and deliver to Charter,
          and
          comply with, an agreement, in form and substance satisfactory to Charter,
          effectively releasing and giving up all claims Executive may have against
          Charter 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 Charter, will be
          based
          upon the standard form (if any) then being utilized by Charter 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
          Charter, any investigation or administrative proceeding, any matter relating
          to
          a franchise, or any business matter concerning Charter or any of its
          transactions or operations. A copy of the current standard form being used
          by
          Charter for executive separations when severance is being paid has been
          provided
          to Executive or is attached to this Agreement as Exhibit 1. 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 Charter’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 Sections 5.5.1 (a) - (e) will not be made unless and until
          Executive
          executes and delivers that agreement to Charter within twenty-one (21)
          days
          after delivery of the document (or such lesser time as Charter’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). It is understood and agreed that if a form
          of
          agreement called for by this Section 5.6 is not presented to Executive
          within
          forty-five (45) days after Executive’s employment terminated, then the
          requirement that Executive executes and delivers that agreement will be
          deemed
          to be satisfied. 

         

        6. Non-Disclosure
          Covenant; Employee Inventions.

         

        6.1. Acknowledgments
          by Executive.
          Executive acknowledges that (a) during the Employment Term and as
          a part of
          Executive’s employment, Executive will be afforded access to 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, Charter desires to obtain exclusive
          ownership of each invention by Executive, and Charter will be at a substantial
          competitive disadvantage if it fails to acquire exclusive ownership of
          each
          invention by Executive; and (d) the provisions of this Section 6
          are
          reasonable and necessary to prevent the improper use or disclosure of
          Confidential Information and to provide Charter with exclusive ownership
          of all
          inventions and works made or created by Executive.

         

        
          
            
            

          

          
            -12-

            
              

            

          

          
            
            

          

        

         

        6.2. Confidential
          Information.
          (a) 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.
          

        


        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
          Charter:

        


        (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 are used in combination
          or alone; 

        


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

        


        Executive
          shall not make or use any notes or memoranda relating to any Confidential
          Information except for the benefit of the Company, and will, at Charter’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.

         

        
          
            
            

          

          
            -13-

            
              

            

          

          
            
            

          

        

         

        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.

        


        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 Charter) 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 Charter
          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 Charter during the Term,
          Executive will return to Charter all of the Proprietary Items in Executive’s
          possession or subject to Executive’s control, and Executive shall not retain any
          copies, abstracts, sketches, or other physical embodiment of any of the
          Proprietary Items.

        


        6.3. Proprietary
          Developments.

        


        6.3.1.  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, 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 Charter and shall
          be
          Charter’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 Charter 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
          Charter’s counsel, to effect and confirm such assignment, transfer and waiver,
          to direct the issuance of patents, trademarks, or copyrights to Charter
          with
          respect to such Developments as are to be Charter’s exclusive property or to
          vest in Charter title to such Developments; provided, however, that the
          expense
          of securing any patent, trademark or copyright shall be borne by
          Charter. 
          The
          parties agree that Developments shall constitute Confidential
          Information.

        


        6.3.2. "Work
          Made for Hire."
          Any work
          performed by Executive during Executive's employment with Charter 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 Charter. 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 Charter all of Executive’s right,
          title, and interest in such work product including, but not limited to,
          all
          copyrights and other proprietary rights.

         

        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

        

         

        6.3.3. Cooperation.
          Both
          during the Term and thereafter, 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. Charter shall bear all costs
          in
          connection with Executive's compliance with the terms of this
          section.

        


        7. Non-Competition
          and Non-Interference.

         

        7.1. 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 7 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. 

         

        
          
            
            

          

          
            -15-

            
              

            

          

          
            
            

          

        

         

        7.2. Covenants
          of Executive.
          For
          purposes of this Section 7.2, the term "Restricted Period" shall mean the
          period
          commencing on the Effective Date and terminating on the later of (i) the
          second
          anniversary (or, in the case of Section 7.2 (a), the first anniversary),
          of the
          date Executive’s employment terminated, or (ii) the end of the Term. In
          addition, 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 5.5. In consideration
          of the
          acknowledgments by Executive, and in consideration of the compensation
          and
          benefits to be paid or provided to Executive by Charter, 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:

        


        (a) in
          the
          United States or any other country or territory where the Company then
          conducts
          its business: engage in, operate, finance, control or be associated with
          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, consultant, 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. 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-based internet based or wireless system for
          delivering television, music or other entertainment programming, provides
          telephony services using cable connection, provides data or internet service,
          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 7.2(a) shall not be construed or applied (i) so as to prohibit
          Executive
          from owning not more than one percent (1%) 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, 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 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;
          

        


        (b) 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

         

        
          
            
            

          

          
            -16-

            
              

            

          

          
            
            

          

        

         

        (c) solicit
          or recruit for employment, any person or persons who are employed by Charter
          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;

        


        (d) perform
          any work as an employee, consultant, contractor, or in any other capacity
          with,
          directly or indirectly invest or own any interest in, serve as an officer,
          director or advisor or consultant to, or directly or indirectly provide
          any
          services or advice to Cequel III (or any of its affiliates, or any entity
          invested in or owned or controlled by Cequel III or any of its principals,
          excluding publicly traded corporations in which such person(s) or entities
          own
          or control less than a 5% interest), or any company or business in which
          Cequel
          III or any of Cequel III’s principals own an interest (other than a publicly
          traded corporation in which such person(s) and entities own or control
          less than
          a 5% interest). It is understood that the principals of Cequel III are
          Jerry
          Kent and Howard Wood; or

        


        (e) disparage
          or criticize, or make any derogatory or critical statement about, Charter
          or any
          of its subsidiaries or affiliates, or any of their respective present or
          former
          directors, officers, employees, or agents. 

        


        If
          Executive violates any covenant contained in this Section 7.2, then the
          term of
          the covenants in this Section shall be extended by the period of time Executive
          was in violation of the same. 

         

        
          7.3. 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 7.2 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, Charter shall be entitled to equitable relief
            by way of
            injunction or otherwise. If any provision of Section 6 or 7 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
            Charter
            the maximum restriction on Executive’s activities permitted by applicable law in
            such circumstances. Charter’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
            Charter or
            by Charter’s failure to exercise any of its rights under any such
            agreement.

        

         

        7.4. Notices.
          In
          order to preserve Charter’s rights under this Agreement, Charter 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 Charter shall not be liable
          for
          doing so.

         

        
          
            
            

          

          
            -17-

            
              

            

          

          
            
            

          

        

         

        7.5. Injunctive
          Relief and Additional Remedy.
          Executive acknowledges that the injury that would be suffered by Charter
          as a
          result of a breach of the provisions of this Agreement (including any provision
          of Sections 6 and 7) would be irreparable and that an award of monetary
          damages to Charter for such a breach would be an inadequate remedy.
          Consequently, Charter 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
          Charter will not be obligated to post bond or other security in seeking
          such
          relief. Without limiting Charter’s rights under this Section or any other
          remedies of Charter, if Executive breaches any of the provisions of
          Section 6 or 7, Charter will have the right to cease making any
          payments
          otherwise due to Executive under this Agreement.

         

        7.6. Covenants
          of Sections 6 and 7 are Essential and Independent
          Covenants.
          The
          covenants by Executive in Sections 6 and 7 are essential elements
          of this
          Agreement, and without Executive’s agreement to comply with such covenants,
          Charter would not have entered into this Agreement or employed Executive.
          Charter 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
          Charter. Executive’s covenants in Sections 6 and 7 are independent
          covenants and the existence of any claim by Executive against Charter,
          under
          this Agreement or otherwise, will not excuse Executive’s breach of any covenant
          in Section 6 or 7. 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 6
          and 7.
          Charter’s right to enforce the covenants in Sections 6 and 7 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 6 and 7, 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
          6 or 7 of this Agreement. 

         

        8. Executive’s
          Representations And Further Agreements.

         

        8.1. Executive
          represents, warrants and covenants to Charter that:

         

        (a) 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;

         

        (b) On
          or
          prior to the date hereof, Executive has furnished to Charter 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;

         

        (c) 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

         

        (d) Executive
          will not knowingly breach or violate any provision of any law or regulations
          or
          any agreement to which Executive may be bound.

         

        
          
            
            

          

          
            -18-

            
              

            

          

          
            
            

          

        

         

        (e)  Executive
          has not provided, nor been requested by Charter to provide, to Charter,
          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.

         

        8.2. During
          and subsequent to expiration of the Term, the Executive will
          cooperate with Charter, 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 Charter and its representatives
          concerning such matters. 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 Charter
          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 Charter 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 Charter’s standard travel expense reimbursement policies and as otherwise
          may be required to satisfy any requirements under applicable tax laws for
          Charter 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. 

         

        9. General
          Provisions.

         

        9.1. Binding
          Effect; Delegation of Duties Prohibited.
          Neither
          this Agreement nor any rights or obligations of Charter under this Agreement
          may
          be assigned or transferred by Charter except that such Agreement, rights
          and/or
          obligations may be assigned or transferred pursuant to a merger or
          consolidation, or the sale or liquidation of all or substantially all of
          the
          assets of Charter, provided that the assignee or transferee is the successor
          to
          all or substantially all of the assets of Charter and such assignee or
          transferee assumes the liabilities, obligations and duties of Charter,
          as
          contained in this Agreement, either contractually or as a matter of law.
          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). Charter also shall have the right to delegate its duties
          under
          this Agreement and assign its rights under this Agreement to any subsidiary
          or
          affiliate, provided
          however,
          such
          assignment does not render this Agreement void or unenforceable. Any actual
          or
          attempted delegation or assignment in contravention of this Section 9.1
          shall be null and void ab
          initio.

        


        9.2. Notices.
          All
          notices and other communications under this Agreement must be in writing
          and
          will be deemed to have been duly given when (a) delivered by hand
          (with
          written confirmation of receipt), (b) sent by facsimile (with written
          confirmation of receipt), provided that a copy is mailed by registered
          mail,
          return receipt requested, or (c) when received by the addressee,
          if sent by
          a nationally recognized overnight delivery service (receipt requested).
          Notices
          and other communications under this Agreement shall be sent, in the case
          of
          Charter to the attention of the Chairman of the Board of Directors and
          General
          Counsel at Charter’s principal business office and, in the case of Executive, to
          the address or 

         

        
          
            
            

          

          
            -19-

            
              

            

          

          
            
            

          

        

         

        facsimile
          number set forth below (or to such other address or facsimile number as
          Executive may designate by notice to Charter):

         

        _________________

        _________________

        _________________

         

        9.3.
           Entire
          Agreement; Amendments. 

         

        (a)
          This
          Agreement contains the entire agreement between the parties with respect
          to its
          subject matter and supersedes all prior oral and written communications,
          agreements and understandings between the parties with respect to terms
          and
          conditions of employment, including, without limitation, specifically that
          certain November 22, 2004 memorandum regarding severance guidelines for
          executives; provided, however, that this Agreement does not cancel any
          prior
          award agreement entered into by Executive pursuant to or under any stock
          option
          or restricted stock plan, nor relieve Executive of his or her obligations
          under
          any agreement concerning confidentiality of information, non competition,
          non
          solicitation of employees or customers, non disparagement or assignment
          of
          inventions. Superseding such other agreements shall be deemed to not be
          a
          termination thereunder. To the extent any terms of this Agreement conflict
          with
          the terms of any prior award agreement entered into by Executive pursuant
          to or
          under any stock option or restricted stock plan, the terms of this Agreement
          shall govern. 

         

        (b)
          Neither this Agreement nor any of its terms may be amended, added to, changed
          or
          waived except in a writing signed by Executive and the President and/or
          Chief
          Executive Officer of Charter or designee thereof. Notwithstanding anything
          herein to the contrary, Charter hereby reserves the right to unilaterally
          amend
          this Agreement as necessary to avoid the imposition of liability under
          or as a
          consequence of the application of the provisions of Section 409A of the
          Code.


         

        (c)
          Executive shall not be entitled to, and waives any rights under or with
          respect
          to, severance or other benefits under any existing or future severance
          plans,
          policies, programs or guidelines established or published by Charter, including,
          but not limited to, that certain November 22, 2004 memorandum regarding
          severance guidelines for executives.

         

        9.4. Survival,
          Captions. This
          Agreement shall inure to the benefit of Charter, its successors and assigns.
          This Agreement shall survive the termination of Executive’s employment. The
          captions used in this Agreement do not limit the scope of the provisions.
          And
          shall not be used to interpret the meaning of the terms of this Agreement.
          Unless otherwise expressly provided, the word "including" does not limit
          the
          preceding words or terms.

         

        9.5. Governing
          Law; Jurisdiction and Venue.
          This
          Agreement is deemed to be accepted and entered into in the State of Missouri
          and
          shall be governed by and construed and interpreted according to the internal
          laws of the State of Missouri without reference to conflicts of law principles.
          In any suit to enforce this Agreement, venue and jurisdiction is proper
          in the
          St. Louis County Circuit Court and (if federal jurisdiction exists) the
          U.S.
          District Court for the Eastern District of Missouri, and Executive waives
          all
          objections to jurisdiction in any such forum and any defense or claim that
          either such forum is not a proper forum, is not the most convenient forum,
          or is
          an inconvenient forum.

         

        9.6. Severability.
          If any
          provision of this Agreement is held invalid or unenforceable by any court
          of
          competent jurisdiction, the other provisions of this Agreement will remain
          in
          full force and effect. 

         

        
          
            
            

          

          
            -20-

            
              

            

          

          
            
            

          

        

         

        Any
          provision of this Agreement held invalid or unenforceable only in part
          or degree
          will remain in full force and effect to the extent not held invalid or
          unenforceable.

         

        9.7 Counterparts;
          Effective by Facsimile Signatures.
          This
          Agreement may be executed in one or more counterparts, each of which will
          be
          deemed to be an original copy of this Agreement and all of which, when
          taken
          together, will be deemed to constitute one and the same agreement. This
          Agreement may be executed by facsimile signatures.

         

        9.8. Successors;
          Binding Agreement.
          Subject
          to the provisions of Section 9.1, this Agreement shall inure to the benefit
          of
          and be binding upon personal or legal representatives, executors,
          administrators, successors, heirs, distributees, devisees and legatees
          of
          Executive and successors and assigns of Charter. Other than Company and
          Executive, and, subject to Section 9.1 hereof, their respective
          successors
          and assigns, there are no intended beneficiaries of this Agreement.

        


        9.9. Withholding
          Taxes; Delay In Payments.
          Company
          may withhold from any amounts payable under this Agreement such Federal,
          state
          and local taxes as may be required to be withheld pursuant to any applicable
          law
          or regulation. In no event shall Charter be required to make, or Executive
          be
          required to receive, any payment called for by this Agreement if such payment
          at
          that time shall result in the application of the tax consequences spelled
          out in
          Section 409A of the Code. In that case, payment will be made at such time
          as
          will not result in the imposition of any adverse tax consequences spelled
          out in
          Section 409A of the Code.

        


        9.10. General
          Satisfaction.
          Except
          as otherwise specified in this Agreement, this Agreement supersedes and
          replaces
          any prior employment or other agreement between Executive and Charter,
          and
          Charter shall not have any further liability arising out or in connection
          with
          any such prior agreement, whether oral or written, made on or before the
          Effective Time with or for the benefit of Executive. 

        


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

        


        CHARTER
          COMMUNICATIONS, INC.

        By:
          /s/ Lynne F. Ramsey  

         

        


        


        


        /s/
          Jeffrey T. Fisher  

        Jeffrey
          T. Fisher

        


        
          
            
            

          

          
            -21-