exhibit10_7.htm


    Exhibit
10.7

     

    
      FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

       

      THIS
AMENDMENT (“Amendment”) is dated
as of November [_______], 2009, and is entered into between Charter
Communications, Inc., a Delaware corporation (the “Company”) and Neil
Smit (“Executive”).  Capitalized
terms used but not defined herein have the meanings ascribed to such terms in
the Agreement (defined below).

       

      WHEREAS,
Executive and the Company entered into an employment agreement dated as of July
1, 2008 (the “Agreement”), pursuant
to which Executive continued to serve as President and Chief Executive Officer
of the Company.

       

      WHEREAS,
the Company and Executive desire to amend the Agreement as provided in this
Amendment and agree that all other terms and conditions of the Agreement shall
otherwise remain in place, except as expressly amended herein.

       

      NOW
THEREFORE, for and in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties to this Amendment hereby agree as
follows:

       

      I. Amendments to
Agreement.  The parties hereby agree to amend the Agreement as
follows:

       

      A. Section
2.3 shall be amended by deleting the second, third and fourth sentence
thereof.

       

      B. Section
2.4 shall be deleted in its entirety and replaced with the phrase
“[intentionally left blank]”.

       

      C. Section
2.5(a) shall be deleted in its entirety and replaced with the
following:

       

      “Effective
as of the Effective Date, the Performance Cash award granted to Executive on
April 28, 2008 is hereby amended such that any portion of that award scheduled
to vest based (in whole or in part) on Executive's continuous service with the
Company after the expiration of the Term shall instead vest (and hence, for
avoidance of doubt, become nonforfeitable) on June 30, 2010, subject only to
Executive's continuous employment by the Company through that date and the
degree to which any applicable quantitative performance criteria are ultimately
satisfied.”

       

      D. Section
2.5 of the Agreement shall be amended by adding a new Section 2.5(c) to state as
follows:

       

      “(c)           Notwithstanding
anything to the contrary contained herein, Executive shall not be entitled to an
Annual LTI Grant for 2009 if Executive receives the full $6,000,000 award made
to Executive under the Restructuring Value Program pursuant to the Value
Creation Plan, adopted by the Company as of March 12, 2009 (the “VCP”).”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      II. Acknowledgments.  Executive
acknowledges that he has reviewed the provisions of this Amendment and
considered the effect of these provisions on the Agreement, has had adequate
opportunity to consult with counsel with respect to these provisions and fully
and freely consents to the terms of this Amendment.

       

      III. Miscellaneous.

       

      A. This
Amendment may be executed in counterparts, each of which shall be deemed to be
an original and all of which together shall constitute one and the same
instrument.

       

      B. Except as
provided herein, the provisions of the Agreement are and shall remain in full
force and effect.

       

      C. This
Amendment shall become effective upon the occurrence of the effective date of
the Company's plan of reorganization

       

      [Remainder
of Page Intentionally Left Blank]

       

      [Signature
Page to Follow]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly
authorized officer of the Company, and Executive has executed this Amendment,
each as of the day and year first above written.

       

      EXECUTIVE

       

      


      ________________________________

      Neil
Smit

       

      


       

      CHARTER
COMMUNICATIONS, INC.

      


      


      ________________________________

      By:
Michael Lovett

      Title:
Chief Operations Officer