exhibit10_1.htm


    Exhibit
10.1

    


    CHARTER
COMMUNICATIONS, INC.

    VALUE
CREATION PLAN

    


    1.           Effective
Date.  This Value Creation Plan (the “Plan”) of Charter
Communications, Inc. (the “Company”) is
effective as of January 9, 2009 (the “Effective Date”), and
shall remain in effect until the payment of all benefits earned and payable
hereunder.

    


    2.           General.  The
Plan shall consist of two components, the Restructuring Value Program (the
“RVP”) and the
Cash Incentive Program (the “CIP”).  Each
Participant (as defined below) shall participate in both components of the Plan.
 The compensation
provided under the Plan is intended to be in addition to all other compensation
payable to Participants under any employment agreement in effect with the
Company or its direct or indirect subsidiaries.

    


    3.           Participants
Covered.  Each person listed on Exhibit A shall become a
participant in the Plan as of the Effective Date (each such person, a “Participant”).  The
Board of Directors of the Company (the “Board”) may elect to
add additional participants in the Plan after the Effective Date and such
individuals shall be considered to be Participants as of the date specified by
the Board.

    


    4.           The Restructuring Value
Program.  The RVP component of the Plan provides a one-time
cash incentive payment to Participants to motivate and reward them for achieving
specified cash management goals in connection with the Company’s financial
restructuring.

    


    a.           Bonus
Amounts.  Exhibit A sets forth the “RVP Target Bonus” for each
Participant under the RVP component of the Plan.  The actual amount
payable under the RVP component of the Plan to a Participant (the “RVP Bonus”) shall be
the Participant’s RVP Target Bonus unless otherwise determined in writing by the
Chief Executive Officer of the Company (the “CEO”) at any time
prior to the Vesting Date (as defined below).  Notwithstanding
anything to the contrary contained herein, the CEO may decrease (including to
zero) any Participant’s RVP Target Bonus or RVP Bonus at any time prior to the
Vesting Date.  Any such reduction shall be used to increase the
amounts otherwise payable under the RVP component of the Plan to one or more
other Participants, as selected by the CEO, it being understood that the CEO may
not increase his own RVP Target Bonus or RVP Bonus without the consent of both
(i) the Board and (ii) if prior to the Qualified Emergence Date, the
Committee.  Notwithstanding anything in the Plan to the contrary, the
aggregate amount of the RVP Bonuses  payable under the Plan shall not
exceed the amount listed as “Total” under the RVP Target Bonus column on Exhibit
A, as of the date hereof.

    


    b.           Vesting.  A
Participant shall vest in the right to receive the RVP Bonus on the earliest to
occur of (i) the occurrence of the Qualified Emergence Date, (ii) the occurrence
of a Change in Control, (iii) the date of the Participant’s termination of
employment with the Company and its direct and indirect subsidiaries due to
death or disability or (iv) the termination of the Participant’s employment with
the Company and its direct and indirect subsidiaries by the Company for a reason
other than Cause or by the Participant for Good Reason, in each case, after the
effective date of the Company’s Chapter 11 plan of reorganization (the “Emergence Date”) (the
first such date to occur, the “Vesting
Date”).  Notwithstanding the foregoing, a Participant shall
forfeit any 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    right to
the RVP Bonus if, prior to the Emergence Date, the Participant’s employment with
the Company and its direct and indirect subsidiaries is terminated for any
reason other than death or disability or if, on or after the Emergence Date and
prior to a Change in Control or Qualified Emergence Date, the Participant’s
employment with the Company and its direct and indirect subsidiaries is
terminated other than as a result of a Qualifying Termination.

    


    c.           Payment of RVP
Bonus.  The Company shall pay each Participant who has vested
in the right to receive an RVP Bonus pursuant to Section 4.b. an amount equal to
100% of the Participant’s RVP Bonus in a cash lump sum within 15 days following
the applicable Vesting Date for each such
Participant.  Notwithstanding the foregoing, as a condition to the
receipt of any RVP Bonus, the Participant shall be required to execute and
deliver to the Company within 15 days following the applicable Vesting Date, an
agreement in a form reasonably satisfactory to the Company that releases all
claims related to the calculation and payment of the RVP Bonus.  The
Company shall be required to deliver such release to the Participant within 10
days following the applicable Vesting Date.

    


    5.           The Cash Incentive
Program.  The CIP component of the Plan provides for the
payment of cash incentive payments to Participants for the achievement of
individual performance goals in each of the three Fiscal Periods following the
Emergence Date.

    


    a.           Target Bonus
Amounts.  Exhibit A sets forth the “CIP Target Bonus” for each
Participant under the CIP component of the Plan for each Fiscal
Period.  Notwithstanding anything the contrary contained herein, the
CEO may decrease (including to zero) any Participant’s CIP Target Bonus at any
time prior to a Vesting Date (to be defined by substituting “Emergence Date” for
“Qualified Emergence Date”).  Any such reduction shall be used to
increase the CIP Target Bonuses of one or more other Participants, as selected
by the CEO, it being understood that the CEO may not increase his own CIP Target
Bonus without the consent of the Board and, prior to the Qualified Emergence
Date, the Committee.  In addition, a Participant’s CIP Target Bonus
shall be adjusted in accordance with Section 5.b.

    


    b.           Performance
Goals.  For each Fiscal Period, the CEO shall establish
objective and reasonably attainable individual performance goals subject to the
good faith approval by the Board (it being understood that such performance
goals for the CEO shall be mutually agreed upon in good faith by the Board and
the CEO and shall be reasonably consistent with the performance goals
established for other executive officers) (the “Performance Goals”)
within 30 days following the Emergence Date.  Each Participant who is
employed by the Company or its direct or indirect subsidiaries on the last day
of such Fiscal Period shall earn an amount (the “CIP Bonus”) equal to
the Participant’s CIP Target Bonus multiplied by the degree to which the
Performance Goals were achieved, as determined by the CEO, subject to the good
faith review and approval by the Board.  In no event may a Participant
earn more than 100% of the Participant’s CIP Target Bonus.

    


    c.           Payment of CIP
Bonus.  The Company shall pay each Participant who has earned a
CIP Bonus in accordance with Section 5.b. a cash lump sum in an amount equal to
100% of such CIP Bonus no later than 15 days after the end of the applicable
Fiscal Period.  Notwithstanding the foregoing, a Participant shall
earn and be paid in a cash lump sum an amount equal to such Participant’s
aggregate CIP Target Bonuses reduced by the aggregate amount 

     

     

    
      
        
        

      

      
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    previously
paid to such Participant under this CIP component of the Plan within 15 days of
the first to occur of (i) a Change in Control or (ii) the date of the
Participant’s Qualifying Termination that occurs after the Emergence
Date.  A Participant shall immediately forfeit any right to receive
any CIP Bonus if, prior to the date on which such CIP Bonus is earned hereunder,
(A) the Participant’s employment with the Company and its direct and indirect
subsidiaries is terminated for a reason other than a Qualifying Termination, or
(B) the Participant’s employment is terminated for any reason prior to the
Emergence Date.  Notwithstanding the foregoing, as a condition to the
receipt of any CIP Bonus, the Participant shall be required to execute and
deliver to the Company within 15 days following the date the Participant’s right
to receive such CIP Bonus vests hereunder, an agreement in a form reasonably
satisfactory to the Company that releases all claims related to the calculation
and payment of the CIP Bonus.  The Company shall be required to
deliver such release to the Participant within 10 days following the date the
Participant’s right to receive such CIP Bonus vests hereunder.

    


    6.           Section
409A.  To the extent necessary to avoid imposition on the
Executive of a penalty tax pursuant to Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), any
distribution payable as a result of a Participant’s termination of employment
shall be deferred for six months and one day after such
termination.  Each payment hereunder shall be considered to be a
separate payment for purposes of Section 409A of the Code.

    


    7.           Definitions.

    


    a.           “Cause” shall have the
meaning set forth in any currently effective employment agreement by and between
the Participant and the Company or any of its direct or indirect subsidiaries
or, if there is no such contract or the term “Cause” (or any similar term) is
not defined therein, “Cause” shall have the meaning set forth in the Company’s
2001 Stock Incentive Plan.

    


    b.           “Change in Control”
shall mean the occurrence of any of the following events:

     

    
      	
              (i)  

            	
               an
      acquisition of any voting securities of the Company by any “Person” or
      “Group” (as those terms are used for purposes of Section 13(d) or 14(d) of
      the Exchange Act of 1934, amended (the “Exchange
      Act”)), immediately after which such Person has “Beneficial
      Ownership” (within the meaning of Rule 13d-3 promulgated under the
      Exchange Act) of thirty-five percent (35%) or more of the combined voting
      power of the Company’s then outstanding voting securities; provided,
      however, that voting securities which are acquired in a “Non-Control
      Transaction” (as hereinafter defined) assuming that the acquisition of
      voting securities for this purpose qualifies as  Merger (as
      hereinafter defined) shall not constitute a Change in Control; and
      provided further that an acquisition of Beneficial Ownership of less than
      fifty percent (50%) of the Company’s then outstanding voting securities by
      any Equity Backstop Party (as defined in the Joint Plan) or the Allen
      Entities (as defined in the Joint Plan) shall not be considered to be a
      Change in Control under this clause
(i);

            


    

     

     

    
      
        
        

      

      
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              (ii)  

            	
              the
      individuals who, as of immediately after the Emergence Date, are members
      of the Board (the “Incumbent Board”), cease for any reason to constitute a
      majority of the Board; provided, however, that if the election, or
      nomination for election by the Company’s common stockholders, of any new
      director (excluding any director whose nomination or election to the Board
      is the result of any actual or threatened proxy contest or settlement
      thereof) was approved by a vote of at least two-thirds of the Incumbent
      Board, such new director shall, for purposes of this Plan, be considered
      as a member of the Incumbent Board;

            


    

     

    
      	
              (iii)  

            	
              the
      consummation of a merger, consolidation or reorganization with or into the
      Company or in which securities of the Company are issued (a “Merger”),
      unless such Merger is a Non-Control Transaction. A “Non-Control
      Transaction” shall mean a Merger where: (1) the stockholders of the
      Company, immediately before such Merger own directly or indirectly
      immediately following such Merger more than fifty percent (50%) of the
      combined voting power of the outstanding voting securities of the entity
      resulting from such Merger or its controlling parent entity (the
      “Surviving Entity”), (2) the individuals who were members of the Incumbent
      Board immediately prior to the execution of the agreement providing for
      such Merger constitute at least a majority of the members of the board of
      directors (or similar governing body) of the Surviving Entity, and (3) no
      Person other (X) than the Company, its subsidiaries or affiliates or any
      of their respective employee benefit plans (or any trust forming a part
      thereof) that, immediately prior to such Merger was maintained by the
      Company or any subsidiary or affiliate of the Company, or (Y) any Person
      who, immediately prior to such Merger had Beneficial Ownership of
      thirty-five percent (35%) or more of the then outstanding voting
      securities of the Company, has Beneficial Ownership of thirty-five percent
      (35%) or more of the combined voting power of the outstanding voting
      securities or common stock of the Surviving Entity; provided that this
      clause (Y) shall not trigger a Change in Control solely because, after
      such Merger, any Equity Backstop Party or any Allen Entity has Beneficial
      Ownership of more than thirty-five percent (35%) but less than fifty
      percent (50%) of the combined voting power of the outstanding voting
      securities or common stock of the Surviving
  Entity;

            


    

     

    
      	
              (iv)  

            	
              complete
      liquidation or dissolution of the Company (other than where assets of the
      Company are transferred to or remain with subsidiaries of the Company);
      or

            


    

     

    
      	
              (v)  

            	
              the
      sale or other disposition of all or substantially all of the assets of the
      Company and its direct and indirect subsidiaries on a consolidated basis,
      directly or indirectly, to any Person (other than a transfer to a
      subsidiary or affiliate of the Company unless, such sale or disposition
      constitutes a Non-Control Transaction with the disposition of assets being
      regarded as a Merger for this purpose or the distribution to the Company’s
      stockholders of the stock of a subsidiary or affiliate of the Company or
      any other assets).

            


    

     

     

    
      
        
        

      

      
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    Notwithstanding
the foregoing a Change in Control shall not occur solely based on a filing of a
Chapter 11 reorganization proceeding of the Company or the implementation of the
Joint Plan.

     

    c.           “Committee” mean the
members of the unofficial committee of bondholders who hold certain outstanding
bonds of Charter affiliates CCH I, LLC and CCH II, LLC as more fully set forth
in the term sheet filed as Exhibit 10.3 to the Current Report on Form 8-K filed
by Charter on February 13, 2009.

    


    d.           “Fiscal Period” means
each of the three consecutive 12-month periods commencing upon the Emergence
Date.

     

    e.           “Good Reason” shall
have the meaning set forth in any currently effective employment agreement by
and between the Participant and the Company or any of its direct or indirect
subsidiaries or, if there is no such contract or the term “Good Reason” (or any
similar term) is not defined therein, “Good Reason” shall have the meaning set
forth in the Company’s 2001 Stock Incentive Plan; provided that “Good Reason”
shall not be deemed to exist (i) solely by reason of the filing of a Chapter 11
reorganization proceeding by the Company or the implementation of the plan of
reorganization, including the Joint Plan, (ii) due to failure to grant
equity-based compensation to a Participant during the pendency of such a
proceeding or (iii) due to any termination of employment by the Company or its
subsidiaries for Cause.

     

    f.           “Joint Plan” means the
joint plan of reorganization of the Company, certain of its direct and indirect
subsidiaries and Charter Investment, Inc., that is consistent in all material
respects with the plan of reorganization under consideration by the Committee
and the Company on March 12, 2009, as summarized in the most recent draft Joint
Plan of Reorganization circulated by the Company prior to such
date.

    


    g.           “Qualified Emergence
Date” means the Emergence Date; provided that if the Company’s Chapter 11
plan of reorganization is the Joint Plan, “Qualified Emergence Date” shall mean
the date on which all or any portion of the Commitment Fees (as defined in the
Joint Plan) are first payable.

    


    h.           “Qualifying
Termination” means the Participant’s termination of employment with the
Company and its direct and indirect subsidiaries (i) due to the Participant’s
death or disability, (ii) by the Company or its direct or indirect subsidiaries
for a reason other than Cause or (iii) by the Participant for Good
Reason.

    


    8.           Miscellaneous.

    


    a.           Withholding.  Any
amounts payable hereunder shall be reduced by all required withholdings for
state, federal and local employment, income, payroll or other
taxes.

    


    b.           No Right to Continued
Employment.  Nothing contained in this Agreement shall be
construed as a guarantee or right of any Participant to be continued as an
employee of the Company or its subsidiaries or as a limitation of the right of
the Company or its subsidiaries to terminate the employment of the Participant
for any or no reason.

     

     

    
      
        
        

      

      
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    c.           Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Missouri without giving
effect to the conflict of law principles thereof.

    


    d.           Dispute
Resolution.  Each of the parties agrees that any dispute
between the parties regarding this Agreement shall be resolved only in the
courts of the State of Missouri sitting in the City or County of St. Louis or
the United States District Court for the Eastern District of Missouri and the
appellate courts having jurisdiction of appeals in such courts. Without limiting
the generality of the foregoing, each of the parties hereto irrevocably and
unconditionally (a) submits for himself or itself in any proceeding relating to
this Agreement, or for the recognition and enforcement of any judgment in
respect thereof (a “Proceeding”), to the
exclusive jurisdiction of the courts of the State of Missouri sitting in the
City or County of St. Louis, the court of the United States of America for the
Eastern District of Missouri, and appellate courts having jurisdiction of
appeals from any of the foregoing, and agrees that all claims in respect of any
such Proceeding shall be heard and determined in such courts; (b) consents that
any such Proceeding may and shall be brought in such courts and waives any
objection that he or it may now or thereafter have to the venue or jurisdiction
of any such Proceeding in any such court or that such Proceeding was brought in
an inconvenient court and agrees not to plead or claim the same; and (c) waives
all right to trial by jury in any Proceeding (whether based on contract, tort or
otherwise) arising out of or relating to this Agreement.

    


    e.           Notice.  All
notices, requests, demands and other communications required or permitted to be
given under this Agreement shall be in writing and shall be deemed given (i)
when personally delivered to the recipient (provided a written acknowledgement
of receipt is obtained), (ii) one (1) business day after being sent by a
nationally recognized overnight courier (provided that a written acknowledgement
of receipt is obtained by the overnight courier) or (iii) four (4) business days
after mailing by certified or registered mail, postage prepaid, return receipt
requested, to the party concerned at the address indicated below (or such other
address as the recipient shall specify by ten (10) days’ advance written notice
given in accordance with this Section 8(e)):

    


    To the Company:

    


    Charter Communications,
Inc.

    12405 Powerscourt Drive

    St. Louis, MO 63131

    


    To the Participant: The last address
shown in the Company’s records.

    


    f.           Successors and
Assigns.  This Agreement shall be binding upon and shall inure
to the benefit of the Company, its successors and assigns.  The term
“Company” as used herein shall include such successors and assigns.

    


    g.           Spendthrift
Clause.  No benefit, distribution or payment under the Plan may
be anticipated, assigned (either at law or in equity), alienated or subject to
attachment, garnishment, levy, execution or other legal or equitable process
whether pursuant to a “qualified domestic relations order” as defined in
Section 414(p) of the Code or otherwise.

     

     

    
      
        
        

      

      
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    h.           Beneficiary
Designation.  A Participant may from time to time designate, in
the manner specified by the Company, a beneficiary to receive payment pursuant
to Section 6 in the event of his death.  In the event that there
is no properly designated beneficiary living at the time of a Participant’s
death, his benefit hereunder shall be paid to his estate.

    


    i.           Amendment. The Board
may, with the consent of both (i) the CEO and (ii) if  prior to the
Qualified Emergence Date, the Committee, amend this Plan from time to time;
provided that any amendment that adversely affects a Participant may be adopted
only with the written consent of such Participant.  The Company shall
modify Exhibit A from time to time to appropriately reflect changes
thereto.

    


    IN WITNESS WHEREOF, the Company has
caused this Plan to be adopted as of the Effective Date.

     

     

    
      
        
        

      

      
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