exv10w24



 





Ex 10.24




December 2, 2003




Mr. Derek Chang

360 First Avenue, Apt 5B

New York, NY 10010




Dear Derek:




I am very pleased to confirm our offer of employment for you to join Charter
Communications, Inc. in the position of Executive Vice President-Finance and
Strategy. Your duties will include managing our mergers and acquisitions group
and all corporate finance functions including being our primary contact at the
Executive Vice President level for all banking relationships, including our
investment and commercial banks. Eloise Schmitz, Vice President/Treasurer, and
her functional areas will report directly to you. You will be responsible for
all strategic planning activities, a role that does not presently exist. Your
start date is December 2, 2003.



Your salary will initially be $400,000 per year, paid in bi-weekly
installments. Your salary will be reviewed in our annual review process
scheduled for April of 2004. You will be eligible to participate in all
employee benefit programs in a manner and a level that is consistent with other
Charter Communications, Inc. executive vice presidents. You will also be
eligible for four weeks of paid vacation each year.



You will be eligible for an annual incentive target of 100% of your base
salary, a portion based on performance goals relative to M & A transactions and
financing to be mutually agreed upon, with the remainder based on overall
company performance. Your eligibility will begin with the 2004 Plan
performance year. Charter’s performance year for purposes of the annual bonus
coincides with the calendar year. Although details of the 2004 Executive
Incentive Bonus Plan are not yet available, awards are typically based on
company-wide performance and measurement criteria.



You will be eligible to participate in the Charter Communications 2001 Stock
Incentive Plan. Subject to affirmation of the Board of Directors’ Stock Option
Committee prior to your start date, you will receive a stock option grant of
350,000 shares at your start date. The option exercise price will be the fair
market value at the date of the grant. Subject to continued employment, the
option will have a ten-year life. The options will vest in four equal
successive annual installments commencing on the first anniversary of the date
of grant. In addition, subject to board approval, you will receive a grant of
50,000 restricted shares, which will vest on the same schedule as your options.
You will also participate in



 









 








our recently approved long-term incentive program at a level no less favorable
than any other Executive Vice President with the exception of the Chief
Operating Officer.



You will report directly to me and be based in Denver, Colorado after a
reasonable transition period to accommodate your move from New York City during
which period we will pay for all reasonable travel costs. We will reimburse
you for all reasonable moving costs consistent with our corporate move policy.
In the event there is any diminution of your duties, a change in the current
CEO, a change in your reporting relationship to anyone other than the CEO or a
requirement to change your principal place of business from Denver, a
requirement for you to move elsewhere, or a Change of Control, you may
terminate your employment. For purposes of this agreement, “Change of Control”
shall mean (i) a sale or more than 49.9% of the outstanding capital stock of
Charter in a single or related series of transactions, except where Paul G.
Allen (“Allen”) and his affiliates retain effective voting control of Charter,
the merger or consolidation of Charter, except where Allen and his affiliates
have effective voting control of the surviving entity, or any other
transaction, or event, a result of which is that Allen holds less than 50.1% of
the voting power of the surviving entity, except where Allen and his affiliates
retain effective voting control of Charter, or a sale of all or substantially
all of the assets of Charter (other than to an entity majority-owned or
controlled by Allen and his affiliates); where, in any such case (b) your
employment with Charter is terminated or your duties are materially diminished
(it being understood that neither Charter’s failure to be a “public” company as
such term is commonly understood nor your obligation, if any, to report to a
senior officer of any acquiring company (which has an enterprise value of at
least $15 billion) or its parent following any merger or similar transaction
constitute a material diminution in your duties under this agreement).



If this provision is exercised for one of the prior listed reasons, or if you
are terminated without Cause, one half of any remaining unvested restricted
shares (50,000 as described above) would become immediately vested, one half of
any remaining unvested options from your initial grant above (350,000 shares)
would immediately become vested and you will be paid eighteen months of full
severance benefits at your then current compensation level plus applicable
pro-rated bonus within thirty (30) days after such termination.



For purposes of this agreement, “Cause” shall mean (i) conviction of a felony
offense or a misdemeanor that involves dishonesty or moral turpitude; (ii) the
refusal to comply with the lawful directives of the Chief Executive Officer or
the Board within ten (10) days after written notice of such directive from the
Chief Executive Officer or the Boards; (iii) conduct on your part in the course
of your employment which constitutes gross negligence or willful misconduct
which conduct is not cured within ten (10) days after written notice thereof
from the Chief Executive Officer or the Board; (iv) your breach of your
fiduciary duties to the Company; (v) your death or Disability (as defined in
Charters’ 2001 Stock Incentive Plan); or (vi) your possession or use of illegal
drugs or excessive use of alcohol on Company premises on work time or at work
related function (other than non-excessive use of alcohol served generally in
connection with such function). Should you commit or be alleged to have
committed a felony offense or a



 









 








misdemeanor the
character specified in clause (i), Charter may suspend you with pay. If you
are subsequently convicted with respect to the matters giving rise to the
suspension, you shall immediately repay all compensation or other amounts paid
hereunder from the date of the suspension and any of the stock options or
restricted shares which vested after the date of suspension shall forthwith be
cancelled and if theretofore sold by you, the cash value thereof paid to
Charter. In the event of a termination for Cause, you will not be entitled to
any severance payment and any unvested options or restricted stock would
immediately terminate.



You will not divulge, and will not permit or suffer the divulgence of, any
confidential knowledge or confidential information with respect to the
operations or finances of Charter or any of its affiliates or with respect to
confidential or secret customer lists, processes, machinery, plans devices or
products licensed, manufactured or sold, or services rendered, by Charter or
any of its affiliates other than in the regular course of business of Charter
or as required by law; provided, however, that you have no obligation, express
or implied, to refrain from using or disclosing to others any such knowledge or
information which is or hereafter shall become available to the public
otherwise than by disclosure by you in breach of this agreement. You will not
directly or indirectly disparage or otherwise make adverse references to
Charter or any of its officers, directors, employees or affiliates at any time
during or after your employment with Charter.



I trust this letter confirms your understanding of the major items related to
the employment offer. If not, please call me at (314-543-5687) to resolve any
outstanding items. We are excited about Charter’s future and about the
contribution you will make in your new capacity.



Very truly yours,




Carl E. Vogel

President & Chief Executive Officer




	 	 	 	 	 
	CC:

	 	Paul Allen

Marc Nathanson

William Savoy

Nancy Peretsman

David Merritt	 	 
	 
	 	 	 	 
	Approved and accepted
on this 2nd day of December, 2003
	 
	 	 	 	 
	By:

	 	/s/ Derek Chang	 	 
	

	 	
 	 	 
	

	 	Derek Chang