EMPLOYMENT OFFER LETTER



 


Exhibit 10.19


[CHARTER COMMUNICATIONS LETTERHEAD]


December 3, 2002



Ms. Margaret A. Bellville
3962 E. Brookhaven
Drive
Atlanta, Georgia 30319



Dear Maggie:



I am very pleased to confirm our employment offer
with Charter Communications, Inc. for the position of Executive Vice
President, Operations reporting to me. It is expected you will
directly oversee all company field operations, as well as customer
care, marketing, and ad sales. Subject to final board approval, we
would like your start date to be Monday, December 9, 2003.



Your salary will initially be $500,000 per year,
paid in bi-weekly installments. You will be eligible to participate
in all employee benefit programs in a manner and at a level that is
consistent with other Charter Communications, Inc. executive vice
presidents. You will be eligible for four weeks of paid vacation each
year.



As part of your compensations package a hiring
bonus of $150,000 will be paid to you within two weeks from your
start date with Charter.



You will be eligible for an annual target bonus
of 65% of your salary, beginning with the 2003 Management Incentive
Plan performance year, which coincides with the calendar year, and
according to the performance factors, weighting and measurement
criteria outlined in the plan, to be mutually agreed upon by both
parties. The bonus payout may be greater or less than target, will be
paid out on or before January 31 of the following year. In year
2003, a minimum payout of 50% of target bonus potential will be
guaranteed.



You will be eligible to participate in  the Charter
Communications 2001 Stock Incentive Plan. Subject to committee
approval, we will recommend a special stock option grant of 500,000
shares. The price of options and date of grant will coincide with
your official start date with the Company. The option exercise price
will be the fair market value at the date of the grant. Subject to
continued employment, the option will have a ten year life. Twenty
five percent of the options will vest on the date of the grant and the
balance in thirty-six equal monthly installments commencing one month
following the date of the grant. I am attaching a copy of the Stock
Incentive Plan document with this letter.



During the first six months of employment we
understand that you will work out of the St. Louis corporate office
but continue to maintain your current residence in Georgia. During
this time we will pay all reasonable travel and temporary living
expenses. You will be eligible for Charter’s executive homeowner
relocation program at that time that









 


you and I mutually agree upon a permanent work
location. I am including a copy of the executive relocation program
with this letter.


Charter also agrees to continue your base salary
for a period of twelve months subject to your executing a general
release, in the event that (i) your employment is terminated
other than for “Cause” by the Company or following a
“Change of Control”, or (ii) the termination of your
employment is initiated by you for “Good Reason” following a
“Change of Control”. The definition of the term
“Cause” will be defined as follows: (i) your
conviction of any crime, (ii) your commission of any act of
fraud, embezzlement or gross dishonesty, (iii) any material
violation by you of or any failure by you to comply with any Federal,
state or local law, resulting in a financial loss to the Company or
damage to the reputation of the Company, (iv) your refusal to
comply with the reasonable and lawful directives of your direct
supervisor or the Board within ten (10) days after written notice
thereof from the Board or the Company, or (v) your engaging in
conduct which constitutes gross negligence or willful misconduct,
which conduct is not cured within ten (10) days after written notice
thereof from the Board or Company. The definitions of “Change of
Control” and “Good Reason” will be the same as defined
in the 2001 Stock Incentive Plan, Definitions 2.7 and 2.19
respectively.


The Company indemnifies its officers and directors
to the fullest extent of the law and insures against alleged wrongful
acts in a very broad liability insurance program that currently
provides $100 million in limits to the entity and its directors
and officers. The coverage currently includes 100% defense coverage
and outside directorships. As an officer of Charter Communications,
you will be covered under this program as of your official start date
and will be indemnified for any acts or allegations that occurred
prior to your official start date.


This offer letter is valid until Friday,
December 13, 2002. If you are in agreement, please sign and
return a copy of this letter to me by the above referenced date. The
offer is contingent upon the understanding that you are not
encumbered or restricted in any way from joining the Company by a
non-compete, non-solicitation, non-disclosure, or similar clause in
any prior employment or other agreement. Signing this offer letter
will signify your acknowledgement that no such encumbrance exists
except for 2 yr non-compete/non-solicitation agreement with Cox
which expires March 2003.


Parties agree and acknowledge either can terminate
this agreement with 60 day advance notice.






 


I trust this letter confirms our understanding of
the major items related to the employment offer. If not, please call
Eric Freesmeier or me to resolve any outstanding items. We are
excited about Charter’s future and about the contribution you
will make in your new capacity.


Very truly yours,

/s/ Carl Vogel

Carl Vogel

President and CEO.

C: Eric Freesmeier


Approved and accepted on this
           day of
                    ,
2002

	 	 	 	 
	 	By		/s/ Margaret Bellville
	 			

	 			Margaret A. Bellville