exhibit10_5.htm


     

    Exhibit
10.5

     

     

    AMENDMENT
TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

    


    This
Amendment to the Amended and Restated Employment Agreement is entered into as of
July 1, 2008 (the “Effective Date”) by and between CHARTER COMMUNICATIONS, INC.,
a Delaware corporation (the “Company”), and Robert A. Quigley, an
adult resident of Illinois (the “Executive”).

    


    WHEREAS,
the Company and the Executive entered into a Amended and Restated Employment
Agreement effective August 1, 2007 (the “Agreement”);

     

    WHEREAS,
the Company and the Executive desire to amend the Agreement as set forth
herein;

     

    NOW, THEREFORE, intending to be legally
bound and in consideration of the covenants and promises set forth herein, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Executive agree that the Agreement shall be amended as follows:

    


    1.  Section
2 of the Agreement is hereby amended in its entirety to read as follows: "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 on December 31,
2008."

    


    2.  Section
3 of the Agreement is hereby amended in its entirety to read as follows:
"Executive shall serve as an advisor reporting to the Chief Executive Officer,
with such responsibilities, duties and authority as are assigned to him by the
Chief Executive Officer or his designee."

    


    3.  Section
5 of the Agreement, is hereby amended in its entirety to read as
follows:  "Executive shall receive a total base salary of $60,000 for
the Term of the Agreement all payable during the Term, less standard deductions,
paid in accordance with the Company's general payroll practices for executives,
but no less frequently than monthly."

    


    4.  Section
6 of the Agreement is hereby amended in its entirety to read as follows: "For
2008, the Executive shall be eligible to receive a bonus in an amount equal to
75% of Executive's previous Target Bonus of up to 60% of his Annual Base Salary
prior to July 1, 2008 of $470,000, such total potential bonus amount being
$211,500 (the "2008 Bonus"); provided that, $100,000 of the 2008 Bonus shall be
payable to the Executive on the Effective Date hereof, and is not refundable to
the Company.  The remainder of the 2008 Bonus, if any, shall be paid
pursuant to, and as set forth in, the terms of the Executive Bonus Plan as such
Plan may be amended from time to time, and as shall be determined by the
Committee in its sole discretion, with such remainder of the 2008 Bonus being
paid on or before February 28, 2009, 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)."

     

    5.  Sections 7, 8 and 9 and
14, and any other sections as applicable, are amended so that all awards granted
under the 2001 Stock Incentive Plan will vest through December 31,
2008.

     

    6.  Notwithstanding any other
provision in the Agreement, Executive shall receive a lump sum payment, payable
on the Effective Date hereof, equal to the amount 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; provided that, after December 31,
2008, the Executive remains eligible for COBRA, the Company will pay no further
amounts for such cost of COBRA coverage.

     

    The Company and the Executive agree
that all other provisions of the Agreement  shall remain in full force
and effect until expiration or earlier termination upon the terms
therein.

     

    IN
WITNESS WHEREOF, the Company and the Executive have each caused this Amendment
to Restated and Amended Employment Agreement to be duly executed on its behalf
as of the date first above written.

    


    CHARTER
COMMUNICATIONS, INC.

    


    


    By: /s/ Lynne F.
Ramsey

    Name:
Lynne F. Ramsey

    Title:
SVP, Human Resources

    


    


    EXECUTIVE

    


    /s/ Robert A.
Quigley

    Name: Robert
A. Quigley