exhibit10_4.htm


                                                            Exhibit
10.4

     

    AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     

    THIS AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (the “Agreement”), dated
and effective the 1st day of July, 2008 (the “Effective Date”) is
made by and between CHARTER COMMUNICATIONS, INC., a Delaware corporation (the
“Company”), and
Eloise E.
Schmitz, an adult resident of the state of Missouri (the “Executive”).

     

    RECITALS:

     

    WHEREAS, the Executive and the
Company have previously entered into that certain Amended and Restated
Employment Agreement dated August 1, 2007, amended as of April 7,
2008  (the "Old Employment
Agreement"), and the parties desire to amend and restate in its entirety
the Old Employment Agreement;

     

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

     

    WHEREAS, in connection with
the entry into the Agreement, the Executive will be granted performance units
and restricted shares of Class A Common Stock pursuant to the
Company's 2001 Stock Incentive Plan, as amended as of the date
hereof;

     

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

     

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

     

    1.  Certain
Definitions.

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (viii) willful
or grossly negligent commission of any other act or failure to act in connection
with the Executive’s duties as an executive of the Company which causes


     

     

    
      
        
        

      

      
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      or
reasonably may be expected (as of the time of such occurrence) to cause
substantial economic injury to or substantial injury to the business reputation
of the Company or any subsidiary or affiliate of the Company, including, without
limitation, any material violation of the Foreign Corrupt Practices Act, as
described herein below.

    

     

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

     

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

    


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

     

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

     

     

    
      
        
        

      

      
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            directors or other governing body
of the Resulting Entity were members of the Board at the time of the execution
of the initial agreement, or at the time of the action 

            of the Board, providing for
such Business Combination; or

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

            2.   Employment
Term.  The Company hereby employs the
Executive, and the Executive hereby accepts his employment, under the terms and
conditions hereof, for the period (the “Term”) beginning on
the Effective Date hereof and terminating upon the earlier of (i) July 31,
2010 (the “Initial Term”) and
(ii) the Date of Termination as defined in Section 1(k), and, if not terminated
earlier, will be automatically renewed at the end of its Initial Term and on
each anniversary thereafter for a period of one (1) year unless either party
shall give written notice of cancellation to the other party not later than
ninety (90) days prior to the end of the Initial Term or anniversaries
thereof.

     

            3.   Position
and Duties.  Executive shall serve as Executive
Vice President and Chief Financial Officer reporting to the Chief Executive
Officer, with such responsibilities, duties and authority as are customary for
such role, including, but not limited to, overall management responsibility for
the financial planning, reporting and strategic planning for the Company and
management of all personnel reporting to the Chief Financial
Officer.  Executive shall devote all necessary business time and
attention, and employ Executive’s reasonable best efforts, toward the


     

     

    
      
        
        

      

      
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    fulfillment
and execution of all assigned duties, and the satisfaction of defined annual
and/or longer-term performance criteria.

     

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

     

            5.           Annual
Base Salary. 
During the Term, Executive shall receive a base salary at a rate not less
than $525,000.00  per annum (the “Annual Base Salary”),
less standard deductions, paid in accordance with the Company’s general payroll
practices for executives, but no less frequently than monthly.  The
Annual Base Salary shall compensate Executive for any official position or
directorship of a subsidiary or affiliate that Executive is asked to hold in the
Company or its subsidiaries or affiliates as a part of Executive’s employment
responsibilities.  No less frequently than annually during the Term,
the Committee, on advice of the Company’s Chief Executive Officer, shall review
the rate of Annual Base Salary payable to Executive, and may, in its discretion,
increase the rate of Annual Base Salary payable hereunder; provided, however, that any
increased rate shall thereafter be the rate of “Annual Base Salary”
hereunder.

     

            6.           Bonus.  Except
as otherwise provided for herein, for each fiscal year or other period
consistent with the Company’s then-applicable normal employment practices during
which Executive is employed hereunder on the last day (the “Bonus Year”),
Executive shall be eligible to receive a bonus (i) for 2008, in an amount
up to 50% of Executive’s Annual Base Salary for the period prior to that in
which she served as Interim Chief Financial Officer, and up to 75% of
Executive’s Annual Base Salary for the period that Executive served as Interim
Chief Financial Officer through December 31, 2008, and (ii) in an amount up to
75% of Executive's Annual Base Salary for fiscal years thereafter, (the “Bonus” and bonuses at
such percentage of Annual Base Salary being the “Target Bonus”)
pursuant to, and as set forth in, the terms of the Executive Bonus Plan as such
Plan may be amended from time to time, plus such other bonus payments, if any,
as shall be determined by the Committee in its sole discretion, with such Bonus
being paid on or before February 28 of the year next following the Bonus Year,
or as soon as is administratively practicable thereafter (e.g., after the public
disclosure of the Company’s financial results for the prior year on SEC Form
10-K or on such replacement form as the SEC shall determine, for those years as
the Company’s securities are traded publicly, and the Company’s annual financial
results are reported to the shareholders, for those (if any) years as the
Company’s securities are not traded publicly).

     

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

     

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

     

     

    
      
        
        

      

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

     

            9A.           Performance
Cash.  The Company has previously granted to Executive a
Performance Cash award as set forth in Exhibit A hereto pursuant to the 2008
Incentive Program, as defined therein, which shall be subject to the
restrictions and conditions as set forth in the 2008 Incentive Program and an
associated Performance Cash Grant Letter.

     

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

     

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

     

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

     

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

     

            14.           Termination.

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    15.           Termination
Pay

     

    (a)           Effective
upon the termination of Executive’s employment, Company will be obligated to pay
Executive (or, in the event of Executive’s death, the Executive’s designated
beneficiary as defined below) only such compensation as is provided in this
Section 15, except to the extent otherwise provided for in any Company
stock incentive, stock option or cash award plan (including, among others,
the Plan), approved by the Board.  For purposes of this Section 15,
Executive’s designated beneficiary will be such individual beneficiary or trust,
located at such address, as Executive may designate by notice to Company from
time to time or, if Executive fails to give notice to Company of such a
beneficiary, Executive’s estate.  Notwithstanding the preceding
sentence, Company will have no duty, in any circumstances, to attempt to open an
estate on behalf of Executive, to determine whether any beneficiary designated
by Executive is alive or to ascertain the address of any such beneficiary, to
determine the existence of any trust, to determine whether any person purporting
to act as Executive’s personal representative (or the trustee of a trust
established by Executive) is duly authorized to act in that capacity, or to
locate or attempt to locate any beneficiary, personal representative, or
trustee.

     

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

     

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

     

    (ii)          if
Executive’s employment is terminated by the Company without Cause  either
upon or within thirty days before or thirteen (13) months after a Change of
Control, or prior to a Change in Control at the request of a prospective
purchaser whose proposed purchase would constitute a Change in Control upon its
completion, the Company shall treat as earned all unvested Performance Units for
which the performance term has not expired as of such Change of Control at the
rate calculated pursuant to the Plan and the 

     

     

    
      
        
        

      

      
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            applicable Grant Letter, and
shall immediately convert those Units into Restricted Shares and accelerate as
of the Date of Termination the removal of restrictions on 

            such shares.

    

     

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

     

    (iv)          a
lump sum payment (net after deduction of taxes and other required withholdings)
equal to twenty-four (24) times the monthly cost, at the time Executive’s
employment terminated, for Executive to receive under COBRA the paid coverage
for health, dental and vision benefits then being provided for Executive at the
Company’s cost at the time Executive’s employment
terminated.  This amount will be paid at the same time the payment is
made under Section 15(b)(i) and will not take into account future increases in
costs during the applicable time period; and

     

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

     

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

     

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

     

                  (c)       The
Executive shall not be required to mitigate the amount of any payments provided
in Section 15, by seeking other employment or otherwise, nor shall the amount of
any 

     

     

    
      
        
        

      

      
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    payment
provided for in this Section 15 be reduced by any compensation earned by
Executive as a result of employment by another company or business, or by
profits earned by Employee from any other source at any time before or after the
date of Termination, so long as Executive is not in breach of the
Agreement.

     

           (d)      Termination by Executive
without Good Reason or by Company for Cause.  If prior to the
expiration of the Term or thereafter, Executive Voluntarily terminates
Executive’s employment prior to expiration of the Term without Good Reason or if
Company terminates this Agreement for Cause, Executive will be entitled to
receive Executive’s then-existing Annual Base Salary only through the date such
termination is effective and will be reimbursed for all reasonable expenses
Executive has incurred in the pursuit of Executive’s duties under this Agreement
through the date of termination which are payable under and in accordance with
this Agreement; any unvested options and shares of restricted stock shall
terminate as of the date of termination unless otherwise provided for in any
applicable plan or award agreement; and Executive shall be entitled to no other
compensation, bonus, payments or benefits except as expressly provided in this
paragraph.

     

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

     

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

     

            (g)        Conditions To
Payments. To be eligible
to receive (and continue to receive) and retain the payments and benefits
described in Sections 15(b)(i) and 15(e), Executive must comply with the
provisions of Sections 17, 18 and 19.  In addition, to be eligible to
receive (and continue to receive) and retain the payments and benefits described
in Sections 15(b) and 15(e) Executive (or Executive’s executor and personal
representatives in case of death) must first execute and deliver to Company, and
comply with, an agreement, in form and substance reasonably satisfactory to
Company, effectively releasing and giving up all claims Executive may have
against Company or any of its subsidiaries or affiliates (and each of their
respective controlling 

     

     

    
      
        
        

      

      
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    shareholders,
employees, directors, officers, plans, fiduciaries, insurers and agents) arising
out of or based upon any facts or conduct occurring prior to that date. The
agreement will be prepared by Company, will be based upon the standard form (if
any) then being utilized by Company for executive separations when severance is
being paid, and will be provided to Executive at the time Executive’s employment
is terminated or as soon as administratively practicable thereafter (not to
exceed five (5) business days).  The agreement will require Executive
to consult with Company representatives, and voluntarily appear as a witness for
trial or deposition (and to prepare for any such testimony) in connection with,
any claim which may be asserted by or against Company, any investigation or
administrative proceeding, any matter relating to a franchise, or any business
matter concerning Company or any of its transactions or operations.  A
copy of the standard form release being used by Company as of the date of this
agreement for executive separations when severance is being paid is attached to
this Agreement as Exhibit C.  It is understood that the final document may
not contain provisions specific to the release of a federal age discrimination
claim if Executive is not at least forty (40) years of age, and may be changed
as Company’s chief legal counsel considers necessary and appropriate to enforce
the same, including provisions to comply with changes in applicable laws and
recent court decisions.  Payments under and/or benefits provided by
Section 15 will not be made unless and until Executive executes and delivers
that agreement to Company within twenty-one (21) days after delivery of the
document (or such lesser time as Company’s chief legal counsel may specify in
the document) and all conditions to the effectiveness of that agreement and the
releases contemplated thereby have been satisfied (including without limitation
the expiration of any applicable revocation period without revoking
acceptance).

     

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

     

    16.            Excess
Parachute Payment.

     

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

     

     

    
      
        
        

      

      
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    determine;
provided that Executive may not so elect to the extent that, in the
determination of the Determining Party (as defined herein), such election would
cause Executive to be subject to the Excise Tax.  Any notice given by
Executive pursuant to the preceding sentence shall take precedence over the
provisions of any other plan, arrangement or agreement governing Executive's
rights and entitlements to any benefits or compensation.

     

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

     

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

     

            
(d)           Notwithstanding
any other provision of this Section 16, if (i) there is a reduction in the Total
Payments as described in this Section 16, (ii) the IRS later determines that
Executive is liable for the Excise Tax, the payment of which would result in the
maximization of Executive’s 

     

     

    
      
        
        

      

      
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    net
after-tax proceeds (calculated as if Executive’s benefits had not previously
been reduced), and (iii) Executive pays the Excise Tax, then the Company
shall pay to Executive those payments or benefits which were reduced pursuant to
this Section 16 as soon as administratively possible after Executive pays the
Excise Tax so that Executive’s net after-tax proceeds with respect to the Total
Payments are maximized.

    


    17.           Competition/Confidentiality.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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                             (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.

     

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

     

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

     

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

     

    
      
        
        

      

      
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      documents,
files and data, and Executive shall not retain any copies, abstracts, sketches,
or other physical embodiment of any such Proprietary Items.

    

     

    18.           Proprietary
Developments.

     

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

     

              

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

     

    19.           Non-Competition
and Non-Interference.

     

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

     

                 (b)           Covenants of
Executive.  For purposes of this Section 19, the term “Restricted Period”
shall mean the period commencing as of the date of this Agreement and
terminating on the second anniversary (or, in the case of Section 19(b)(i), the
first anniversary), of the date Executive’s employment terminated provided that the “Restricted
Period” also shall encompass any period of time from whichever anniversary date
is applicable until and ending on the last date Executive is to be paid any
payment under Section 15 hereof.  In consideration of the


     

     

    
      
        
        

      

      
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    acknowledgments
by Executive, and in consideration of the compensation and benefits to be paid
or provided to Executive by Company, Executive covenants and agrees that during
the Restricted Period, the Executive will not, directly or indirectly, for
Executive’s own benefit or for the benefit of any other person or entity other
than the Company:

     

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

     

                              (ii)           contact,
solicit or provide any service to any person or entity that was a customer
franchisee, or prospective customer of the Company at any time during
Executive’s 

     

     

    
      
        
        

      

      
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    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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

     

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

     

                   20           Executive’s
Representations And Further Agreements.

     

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

     

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

     

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

     

                               
 (iii)           Executive
is knowledgeable and sophisticated as to business matters, including the subject
matter of this Agreement, and that prior to assenting to the terms of this


     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Agreement,
or giving the representations and warranties herein, Executive has been given a
reasonable time to review it and has consulted with counsel of Executive’s
choice; and

     

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

     

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

     

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

     

      22.           Foreign
Corrupt Practices Act.  Executive
agrees to comply in all material respects with the applicable provisions of the
U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”), as amended,
which provides generally that: under no circumstances will foreign officials,
representatives, political parties or holders of public offices be offered,
promised or paid any money, remuneration, things of value, or provided any other
benefit, direct or indirect, in connection with obtaining or maintaining
contracts or orders hereunder.  When any representative, employee,
agent, or other individual or organization associated with Executive is required
to perform any obligation related to or in connection with this Agreement, the
substance of this 

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

       

      section
shall be imposed upon such person and included in any agreement between
Executive and any such person.  Failure by Executive to comply with
the provisions of the FCPA shall constitute a material breach of this Agreement
and shall entitle the Company to terminate Executive’s employment for
Cause.

    

     

      23.           Purchases
and Sales of the Company’s
Securities.  Executive
has read and agrees to comply in all respects with the Company’s Policy
Regarding the Purchase and Sale of the Company’s Securities by Employees, as
such Policy may be amended from time to time.  Specifically, and
without limitation, Executive agrees that Executive shall not purchase or sell
stock in the Company at any time (a) that Executive possesses material
non-public information about the Company or any of its businesses; and (b)
during any “Trading Blackout Period” as may be determined by the Company as set
forth in the Policy from time to time.

     

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

    


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

    


    (c)  
If a claim under Section 24(a) or (b) hereof is not paid in full by the
Company within sixty (60) days after a written claim therefore has been
received by the Company, 

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

       

      except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty (20) days, Executive may at any time thereafter
bring suit against the Company to recover the unpaid amount of the
claim.  If Executive is successful in whole or in part in any such
suit, or in a suit brought by the Company to recover an advancement of expenses
pursuant to the terms of an Undertaking, Executive shall be entitled to be paid
also the expense of prosecuting or defending such suit.  In
(i) any suit brought by Executive to enforce a right to indemnification
hereunder (but not in a suit brought by Executive to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) any suit
brought by the Company to recover an advancement of expenses pursuant to the
terms of an Undertaking, the Company shall be entitled to recover such expenses
upon a final adjudication that, Executive has not met the applicable standard
for indemnification set forth in the Delaware General Corporation
Law.  To the fullest extent permitted by law, neither the failure of
the Company (including its disinterested directors, committee thereof,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of Executive is
proper in the circumstances because the Executive has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Company (including its disinterested directors,
committee thereof, independent legal counsel or its stockholders) that Executive
has not met such applicable standard of conduct, shall create a presumption that
Executive has not met the applicable standard of conduct or, in the case of such
a suit brought by Executive, be a defense to such suit.  In any suit
brought by Executive to enforce a right to indemnification or to an advancement
of expenses hereunder, or brought by the Company to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that
Executive is not entitled to be indemnified, or to such advancement of expenses,
under this Section 24 or otherwise shall, to the extent permitted by law, be on
the Company.

    

     

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

     

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

    


     

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

     

    26.           Notices.  Any
written notice required by this Agreement will be deemed provided and delivered
to the intended recipient when (a) delivered in person by hand; or (b) three
days after being sent via U.S. certified mail, return receipt requested; or (c)
the day after being sent via by 

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

       

       

      overnight
courier, in each case when such notice is properly addressed to the following
address and with all postage and similar fees having been paid in
advance:

    

     

    
      	
               
      

            	
              If
      to the Company:

            	
              Charter
      Communications, Inc.

            


    

    
      	
               
      

            	 	
              Attn.:
      Human Resources

            


    

    
      	
               
      

            	 	
              12405
      Powerscourt Drive

            
	 	 	St.
      Louis, MO 63131
	 	 	 
	 	If to
      Executive:	12405
      Powerscourt Drive
	 	 	St.
      Louis, MO 63131
	 	 	 


    

                                                    

    


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

     

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

     

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

     

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

     

    30.           Assignment.  Subject
to the Executive’s right to terminate in the event of a Change of Control
hereunder, this Agreement can be assigned by the Company only to a company that
controls, is controlled by, or is under common control with the Company and
which assumes all of the Company’s obligations hereunder.  The duties
and covenants of Executive under this

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

      Agreement,
being personal, may not be assigned or delegated except that Executive may
assign payments due hereunder to a trust established for the benefit of
Executive’s family or to Executive’s estate or to any partnership or trust
entered into by Executive and/or Executive’s immediate family members (meaning,
Executive’s spouse and lineal descendants).  This agreement shall be
binding in all respects on permissible assignees.

    

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

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

     

            Charter
Communications, Inc.

    


    


            By: /s/ Lynne F.
Ramsey

            Name: Lynne F.
Ramsey

            Title:Senior Vice
President, Human Resources

    


    


            EXECUTIVE

    


                                  /s/ Eloise E.
Schmitz

            Name:           Eloise
E. Schmitz

            Address:      St.
Louis, MO

    
 

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    
 

     

    Exhibit
A

    Grant
Summary

    Eloise
Schmitz

    
      	
              Grant

              Date

            	
              Grant

              Type

            	 	
              Grant

              Price

            	 	 	
              LTIP

              Granted

            	 	 	
              LTIP

              Canceled

            	 	 	
              LTIP

              Exercised

            	 	 	
              LTIP

              Outstanding

            	 	 	
              Outstanding

              Exercisable

            	 	
              Expiration

              Date

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              2/9/1999

            	
              NQ

            	 	 	20.00	 	 	 	40,000	 	 	 	40,000	 	 	 	0	 	 	 	0	 	 	 	0	 	
              2/25/2004

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              2/12/2001

            	
              NQ

            	 	 	23.09	 	 	 	20,000	 	 	 	20,000	 	 	 	0	 	 	 	0	 	 	 	0	 	
              2/25/2004

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              9/28/2001

            	
              NQ

            	 	 	11.99	 	 	 	20,000	 	 	 	20,000	 	 	 	0	 	 	 	0	 	 	 	0	 	
              2/25/2004

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              7/23/2002

            	
              NQ

            	 	 	2.85	 	 	 	40,000	 	 	 	0	 	 	 	0	 	 	 	40,000	 	 	 	40,000	 	
              7/23/2012

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              4/29/2003

            	
              NQ

            	 	 	1.60	 	 	 	35,000	 	 	 	0	 	 	 	26,250	 	 	 	8,750	 	 	 	8,750	 	
              4/29/2013

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              1/27/2004

            	
              PU

            	 	 	0.00	 	 	 	15,000	 	 	 	15,000	 	 	 	0	 	 	 	0	 	 	 	0	 	
              12/31/2006

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              1/27/2004

            	
              NQ

            	 	 	5.17	 	 	 	28,000	 	 	 	0	 	 	 	0	 	 	 	28,000	 	 	 	28,000	 	
              1/27/2014

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              2/25/2004

            	
              RES

            	 	 	0.00	 	 	 	10,000	 	 	 	0	 	 	 	10,000	 	 	 	0	 	 	 	0	 	
              2/25/2014

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              3/25/2005

            	
              PU

            	 	 	0.00	 	 	 	40,500	 	 	 	5,569	 	 	 	34,931	 	 	 	0	 	 	 	0	 	
              3/26/2008

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              3/25/2005

            	
              NQ

            	 	 	1.53	 	 	 	83,700	 	 	 	0	 	 	 	0	 	 	 	83,700	 	 	 	62,775	 	
              3/25/2015

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              3/10/2006

            	
              PU

            	 	 	0.00	 	 	 	72,585	 	 	 	0	 	 	 	0	 	 	 	72,585	 	 	 	0	 	
              3/10/2016

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              3/10/2006

            	
              PU

            	 	 	0.00	 	 	 	43,551	 	 	 	0	 	 	 	0	 	 	 	43,551	 	 	 	0	 	
              3/10/2016

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              3/10/2006

            	
              NQ

            	 	 	1.00	 	 	 	31,100	 	 	 	0	 	 	 	0	 	 	 	31,100	 	 	 	15,550	 	
              3/10/2016

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              8/29/2006

            	
              PU

            	 	 	0.00	 	 	 	100,000	 	 	 	0	 	 	 	0	 	 	 	100,000	 	 	 	0	 	
              8/29/2016

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              8/29/2006

            	
              PU

            	 	 	0.00	 	 	 	60,000	 	 	 	0	 	 	 	0	 	 	 	60,000	 	 	 	0	 	
              8/29/2016

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              8/29/2006

            	
              NQ

            	 	 	1.32	 	 	 	100,000	 	 	 	0	 	 	 	0	 	 	 	100,000	 	 	 	25,000	 	
              8/29/2016

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              3/9/2007

            	
              PU

            	 	 	0.00	 	 	 	72,585	 	 	 	0	 	 	 	0	 	 	 	72,585	 	 	 	0	 	
              3/9/2017

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              3/9/2007

            	
              PU

            	 	 	0.00	 	 	 	30,486	 	 	 	0	 	 	 	0	 	 	 	30,486	 	 	 	0	 	
              3/9/2017

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              3/9/2007

            	
              NQ

            	 	 	2.84	 	 	 	31,100	 	 	 	0	 	 	 	0	 	 	 	31,100	 	 	 	7,775	 	
              3/9/2017

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              8/1/2007

            	
              RES

            	 	 	0.00	 	 	 	92,500	 	 	 	0	 	 	 	0	 	 	 	92,500	 	 	 	0	 	
              8/1/2017

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              8/1/2007

            	
              PU

            	 	 	0.00	 	 	 	92,500	 	 	 	0	 	 	 	0	 	 	 	92,500	 	 	 	0	 	
              8/1/2017

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              8/1/2007

            	
              PU

            	 	 	0.00	 	 	 	38,850	 	 	 	0	 	 	 	0	 	 	 	38,850	 	 	 	0	 	
              8/1/2017

            
	 
      	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
      
	
              3/18/2008

            	
              RES

            	 	 	0.00	 	 	 	123,450	 	 	 	0	 	 	 	0	 	 	 	123,450	 	 	 	0	 	
              3/18/2018

            


    

     

     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
 

    
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              3/18/2008

            	
              PU

            	
              0.00

            	
              145,230

            	
              0

            	
              0

            	
              145,230

            	
              0

            	
              3/18/2018

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              3/18/2008

            	
              PC

            	
              0.00

            	
              99,990

            	
              0

            	
              0

            	
              99,990

            	
              0

            	
              3/18/2018

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              7/1/2008

            	
              RES

            	
              0.00

            	
              92,593

            	
              0

            	
              0

            	
              92,593

            	
              0

            	
              7/1/2018

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              7/1/2008

            	
              PU

            	
              0.00

            	
              108,932

            	
              0

            	
              0

            	
              108,932

            	
              0

            	
              7/1/2018

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
              7/1/2008

            	
              PC

            	
              0.00

            	
              100,000

            	
              0

            	
              0

            	
              100,000

            	
              0

            	
              7/1/2018

            


    

    


    PU =
Performance
Units                                                      NQ
= Non-Qualified Stock Options

    RES =
Restricted
Shares                                                      PC
= Performance Cash

     

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


    
 

    Exhibit
B

    


    Executive
Cash Award Plan

    


    
      	
              Eloise
      Schmitz

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Assumptions

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Annual
      contribution rate

            	 	 	20	%	 	 	 	 	 	 	 	 	 	 	 	 
	
              Salary
      multiple

            	 	 	100	%	 	 	 	 	 	 	 	 	 	 	 	 
	
              Annual
      salary increase

            	 	 	3.5	%	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	
              Actual 2005

            	 	 	
              Actual 2006

            	 	 	
              Actual 2007

            	 	 	
              Actual 2008

            	 	 	
              Estimate 2009*

            	 
	
              Base
      Salary effective May 1st

            	 	$	260,000	 	 	$	350,000	 	 	$	365,575	 	 	$	500,000	 	 	$	543,000	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Account
      Activity

            	 	
              12/31/2005

            	 	 	
              12/31/2006

            	 	 	
              12/31/2007

            	 	 	
              12/31/2008

            	 	 	
              12/31/2009

            	 
	
              Initial
      award/accumulating value

            	 	$	260,000	 	 	$	260,000	 	 	$	330,000	 	 	$	201,558	 	 	$	301,558	 
	
              Annual
      contribution

            	 	 	 	 	 	$	70,000	 	 	$	73,115	 	 	$	100,000	 	 	$	108,600	 
	
              Subtotal

            	 	$	260,000	 	 	$	330,000	 	 	$	403,115	 	 	$	301,558	 	 	$	410,158	 
	
              Payout

            	 	 	 	 	 	 	 	 	 	$	(201,558	)	 	 	 	 	 	$	(410,158	)
	
              Ending
      value

            	 	$	260,000	 	 	$	330,000	 	 	$	201,558	 	 	$	301,558	 	 	$	0	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Total
      cash paid Year 3 + Year 5

            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	611,715	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              * Applies
      3.5% salary increase assumption to $525,000 base salary effective
      7/1/08

            	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              See
      agreement in file for the 2006 contribution - salary changed to
      $350,000

            	 	 	 	 	 


    

    


    
      
        
        

      

      
        29