exv10w25



 





Ex 10.25




December 17, 2003




Mr. Michael P. Huseby

4995 South Vine Street

Cherry Hills Village, CO 80113




Dear Mike:




I am very pleased to confirm our offer of employment for you to join Charter
Communications, Inc. in the position of Executive Vice President-Financial
Officer. Your duties will include managing all of our accounting and
information technology matters, including accounts payable, general ledger,
financial reporting, financial planning and analysis, budgeting, payroll,
preparation and review of all required reports to the Securities and Exchange
Commission, and any other tasks I may assign as Chief Executive Officer. You
will also be the Company’s primary contact with our outside audit-firm, KPMG.
Your start date will on or about January 5, 2004.



Your salary will initially be $400,000 per year, paid in bi-weekly
installments. 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 your areas of
responsibility, 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; however you
will agree to travel extensively to St. Louis to appropriately discharge your
duties as Chief Financial Officer. Travel, lodging and other costs associated
with the discharge of our duties in St. Louis will be treated as expense
reimbursements. In the event there is any dimimution 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 Change of Control, you may
terminate your employment. For purposes of this agreement, “Change of Control”
shall mean (i) a sale of 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,
(ii) the merger or consolidation of Charter, except where Allen and his
affiliates have effective voting control of the surviving entity, or (iii) 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 (iv) 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 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 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 (303- 323-1400) 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 4th day of January, 2004
	 
	 	 	 	 
	By:

	 	/s/ Michael P. Huseby	 	 
	

	 	
 	 	 
	

	 	Michael P. Huseby