Exhibit 10.28


    Exhibit
      10.28

     

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT
      (this
“Agreement”) is entered into as of October 31, 2005 (the “Effective Date”) by
      and between Charter
      Communications, Inc.,
      a
      Delaware corporation (“Charter”), and Sue
      Ann R. Hamilton,
      an
      individual (the “Executive”). For purposes of this Agreement, except with
      respect to Charter’s obligations to Executive, the term “Company” includes
      Charter and all direct and indirect subsidiaries and controlled affiliates,
      

     

    W
      I T N E S S E T H: 

     

    WHEREAS:

     

    
      
        	 	
                (1)

              	
                Charter
                  and Executive desire for Executive to be employed by Charter upon
                  and
                  subject to the terms and conditions set forth in this Agreement;
                  

              


      

      
        	 	
                (2)

              	
                If
                  Executive is currently employed by the Company, then Executive
                  is willing
                  and desires to be employed by Charter under the terms of this Agreement
                  in
                  lieu of any prior terms and conditions applicable to such existing
                  employment;

              


      

      
        	 	
                (3)

              	
                Executive
                  (whether a prospective or existing employee) is willing and desires
                  to
                  accept employment with Charter hereafter upon and subject to the
                  terms of
                  this Agreement; and

              


      

      
        	 	
                (4)

              	
                Executive’s
                  agreement to the terms and conditions of Sections 6 and 7 are a
                  material
                  and essential condition of Executive’s employment with Charter hereafter
                  under the terms of this
                  Agreement;

              


      

    

     

    Now,
      Therefore, in consideration of the premises, and the promises and agreements
      set
      forth below, the parties, intending to be legally bound, agree as
      follows:

     

    1.  Employment
      Terms and Duties.

     

    1.1  Employment.
      Charter
      hereby employs Executive in an executive capacity, and Executive hereby accepts
      employment by Charter as an executive, upon the terms and conditions set forth
      in this Agreement and under a relationship of trust and confidence.

     

    1.2  Term.
      Executive’s employment under this Agreement commences as of the Effective Date
      and unless earlier terminated pursuant to the provisions of Section 5 below,
      shall terminate on the second anniversary of the Effective Date (the “Term”). If
      Executive continues in Charter’s employ thereafter, Executive’s employment shall
      be on an at will basis, and only the provisions of Sections 6-7, and provisions
      directly related to their enforcement, shall continue to have any application
      or
      effect. 

     

    1.3  Duties.
      Executive is employed in an executive capacity to perform such executive,
      managerial and administrative duties as are assigned or delegated to Executive
      from time to time by the President and/or Chief Executive Officer or designee
      thereof. Executive will devote substantially all Executive’s business time and
      attention to the business of the Company, will act in good faith to promote
      the
      success of the Company’s business, and will cooperate fully with the Executive
      Officers of Charter and the Board of Directors of Charter in the advancement
      of
      the best interests of the Company. Executive will perform Executive’s duties to
      the best of Executive’s abilities using Executive’s best efforts and in


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      accordance
        with applicable law, and will comply with and carry out all Company policies
        and
        codes of conduct. Executive will travel from time to time to the extent
        reasonably necessary to the performance of Executive's duties hereunder.
        Nothing
        in this Section 1.3, however, will prevent Executive from engaging
        in
        additional activities in connection with personal investments and community
        affairs that are not inconsistent with Executive’s duties under this Agreement
        (which community affairs shall be disclosed to and subject to approval by
        the
        President and/or Chief Executive Officer and/or Chief Operating Officer and/or
        Chairman of the Board of Directors); provided such activities do not create
        the
        appearance of or an actual conflict of interest and do not violate any other
        provisions of this Agreement. 

    

     

    1.4  Service
      for Subsidiaries And Affiliates; Indemnification.
      Executive may be nominated and appointed to one or more boards of directors
      and
      to one or more offices of subsidiaries and affiliates of Charter during
      Executive’s employment. While serving as a director or as an officer of any such
      subsidiary or affiliate, or performing any duties for any such subsidiary or
      affiliate, Executive will serve and fulfill all duties without additional
      compensation. Executive will be covered in such capacities by any directors
      and
      officers insurance policy Charter may have in place from time to time and by
      the
      Company’s indemnification policies as may be in effect from time to time, as
      applicable.

     

    2.  Compensation.

     

        2.1 Basic
      Compensation.
      Starting the Effective Date, Executive will be paid a base salary at an annual
      rate of $371,800 (the "Salary") during Executive’s employment. The Salary will
      be payable in equal periodic installments according to Charter’s customary
      payroll practices, but no less frequently than monthly. The Salary may be
      increased during the Term of Executive’s employment by the "Board" (the term
      "Board" meaning, whenever used herein, the Board of Directors of Charter or
      the
      Compensation Committee or other designated committee of the Board of Directors
      of Charter), but shall not be reduced below the rate set forth above without
      Executive’s written consent. When increased or decreased in accordance with the
      terms of this Agreement, the new minimum base annual salary shall be deemed
      Executive’s "Salary" for all purposes of this
      Agreement.

     

    
      2.2 Incentive
        Compensation.
        During Executive’s employment, Executive shall be entitled to participate in an
        incentive bonus program established by the Board to measure and reward
        management for the financial performance of Charter that applies to senior
        executive officers of Charter generally, excluding any specific incentive
        or
        bonus plan that may be developed by the Board for the President and/or Chief
        Executive Officer and/or Chief Operating Officer and/or another Executive
        Officer of Charter, and (unless specifically designated as a participant
        in such
        plan by the Board, in their sole discretion) excluding participation in the
        Charter Communications, Inc. 2005 Cash Award Plan. In all cases, the payment
        of
        any incentive compensation shall be at the discretion of the Board, which
        may
        consider any factors it deems relevant, including the assessment of the
        performance of Executive and Charter during the relevant time period. The
        terms
        of any incentive compensation or bonus plan and any payouts or awards thereunder
        shall be established and determined from time to time by the Board in its
        discretion. In no event, however, shall payment of any such amount be made
        later
        than two and one-half months after the end of the calendar year in which
        all
        conditions to payment are satisfied and the amount otherwise was determined
        to
        be payable.

    

     

    2.3. Equity
      Awards. 

    
       

      
        
          
          

        

        
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              (a) Restricted
        Stock.
        During
        Executive’s employment, Executive shall be eligible to receive awards of
        restricted shares of Charter common stock subject to the terms of Charter’s
        restricted stock plan and restricted stock agreement in the same manner as
        other
        similarly situated officers generally. The amount of such awards shall be
        determined by and at the discretion of the Board and may vary from officer
        to
        officer.

       

              (b) Stock
        Options.
        During
        Executive’s employment, Executive shall be eligible to receive awards of option
        rights to acquire shares of Charter common stock subject to the terms of
        Charter’s stock option plan and normal stock option agreement in the same manner
        as other similarly situated officers. The amount of such awards shall be
        determined by and at the discretion of the Board and may vary from officer
        to
        officer. 

    

    


    2.4 Welfare
      Benefits. During
      Executive’s employment, Executive will be permitted to participate in such
      pension, profit sharing, bonus, life insurance, disability insurance,
      hospitalization, major medical, directors and officers indemnification or
      insurance policy, and other employee benefit plans of Charter that may be in
      effect from time to time generally for other senior executives of Charter having
      the same pay grade as Executive, all to the extent Executive is eligible under
      the terms of such plans (collectively, the “Benefits”). The Benefits shall be
      subject to change and discontinuation from time to time as the same may be
      changed or discontinued as to Charter employees in the same pay grade as
      Executive and/or Company employees generally. 

    


    2.5. Business
      Expenses and Perquisites. During
      Executive’s employment, Charter will
      promptly reimburse Executive (or pay directly to the supplier of services)
      for
      all reasonable and necessary out-of-pocket expenses actually incurred by
      Executive in connection with the performance of Executive's duties hereunder,
      (including without limitation, appropriate business entertainment activities,
      expenses incurred by Executive in attending approved conventions, seminars,
      and
      other business meetings, and promotional activities); in each case subject
      to
      Executive's furnishing Charter with evidence reasonably satisfactory to Charter
      (such as receipts) substantiating the claimed expenditures (such expenses being
      commensurate with the office and position of Executive and within budgetary
      limitations), subject to compliance with the terms of any expense reimbursement
      policy from time to time in effect (including with respect to pre-approvals),
      and subject to Executive providing Charter with such other information and
      documentation as may be necessary or required by Charter to deduct such expenses
      for purposes of the United States Internal Revenue Code of 1986, as amended
      (the
“Code”). All such payments will be made no later than two and one-half months
      after the end of the calendar year in which Executive became entitled to receive
      such payment. 

    


    3. Facilities
      and Expenses. During
      Executive’s employment, Charter will furnish Executive office space, equipment,
      supplies, and such other facilities and personnel as Charter deems necessary
      or
      appropriate for the performance of Executive’s duties under this Agreement.
      Charter will pay Executive’s dues in such professional organizations as the
      President and/or Chief Executive Officer and/or Chief Operating Officer deems
      appropriate.

     

    4.
       Vacations
      and Holidays. Executive
      will be entitled to paid vacation in accordance with the vacation policies
      of
      Charter in effect for its executive officers from time to time. Vacation must
      be
      taken by Executive at such time or times as approved by the President and/or
      Chief Executive Officer and/or Chief Operating Officer and/or the designee
      thereof. Executive will also be entitled to the paid holidays as and to


     

    
      
        
        

      

      
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    the
      extent set forth in Charter’s policies as the same may change from time to time
      for employees generally.

     

    5. Termination.

     

        5.1.  Events
      of Termination.
      Executive’s employment, Salary, Benefits, and Incentive Compensation, and any
      and all other rights of Executive under this Agreement (excluding accrued rights
      and benefits), will terminate prior to the expiration of the Term specified
      in
      Section 1.2:

     

    
      	(a)  	
              upon
                the death of Executive;

            


    

    
      	(b)  	
              upon
                the Disability of Executive (as defined in Section 5.2) immediately
                upon notice from either party to the
                other;

            


    

    
      	(c)  	
              for
                Cause (as defined in Section 5.3), immediately upon notice
                from
                Charter to Executive, or at such later time as such notice may
                specify;

            


    

    
      	(d)  	
              without
                Cause (as defined in Section 5.3), immediately upon notice
                from
                Charter to Executive, or at such later time as such notice may
                specify;

            


    

    
      	(e)  	
              for
                Good Reason (as defined in Section 5.4) upon not less than
                thirty
                days’ (nor more than ninety (90) days) prior notice from Executive to
                Charter; or

            


    

    
      	(f)  	
              without
                Good Reason, immediately upon notice from Executive to
                Charter.

            


    

     

    5.2. Definition
      of “Disability.”
      For
      purposes of Section 5.1, and 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 5.2, 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 Charter in which Executive
      participates. The Disability of Executive will be determined by a medical doctor
      selected by written agreement of Charter 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 Charter 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 5.2 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 5.2, and to other specialists designated
      by such medical doctor, and Executive hereby authorizes the disclosure and
      release to Charter 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 5.2 for the purposes of submitting Executive to the examinations,
      and providing the authorization of disclosure, required under this
      Section 5.2.

     

    5.3. Definition
      of “Cause.”
      For
      purposes of Section 5.1, and this Agreement, the term “Cause” means:
       

    


    
      
        
        

      

      
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              (a)  Executive’s
      breach of a material obligation or representation under this Agreement or breach
      of any fiduciary duty to Charter; or any act of fraud or knowing
      misrepresentation or concealment on behalf of or to Charter or the Board of
      Directors; 

    


    (b) Executive’s
      failure to adhere in any material respect to (i) any Company 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; 

    


    (c)
       Executive’s
      failure or refusal to perform any lawful duty or assignment; or the
      appropriation (or attempted appropriation) of a material business opportunity
      of
      the Company, including attempting to secure or securing any personal profit
      in
      connection with any transaction entered into on behalf of the Company (other
      than through stock options, bonuses and other incentives provided by Charter
      to
      Executive); 

    


    (d) 
      Executive’s misappropriation (or attempted misappropriation) of any of the
      Company’s funds or property; or any breach of fiduciary duty to the Company or
      any plan or program sponsored by the Company; 

    


    (e)  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 the Company or its reputation; or the
      institution of criminal charges against Executive, which are not dismissed
      within sixty (60) days after institution, for fraud, embezzlement, any offense
      involving dishonesty or constituting a breach of trust, or any felony (including
      without limitation a crime in any jurisdiction other than the United States
      or
      any state thereof in which Company does business which would constitute such
      a
      felony under the laws of the United States or any state thereof); 

    


    (f)  Executive’s
      admission of liability of, or finding of liability for, the 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; 

    


    (g)   conduct
      by Executive in connection with Executive’s employment that constitutes gross
      neglect of any duty or responsibility, willful misconduct, or recklessness;
      

    


    (h)
       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; or

     

    
      
        
        

      

      
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    (i)
       Executive’s
      material violation of any federal, state or local law that may result in a
      direct or indirect financial loss to the Company or damage the Company’s
      reputation. 

    


    If
      Executive commits or is charged with committing any offense of the character
      or
      type specified in Section 5.3 (e), (f) or (i) above, then Charter 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
      and
      all other compensation or other amounts paid hereunder from the date of the
      suspension, and (x) (unless otherwise precluded by or because of the terms
      of
      the applicable plan) any of the restricted stock or options that vested after
      the date of such suspension shall forthwith be cancelled, and (y) if any such
      stock options, the shares subject thereto, or the restricted shares that vested
      during such time period have theretofore been sold by Executive, the cash value
      thereof shall be repaid to Charter immediately. 

    


    5.4. Definition
      of “Good Reason.”
      For
      purposes of Section 5.1, and this Agreement, the term “Good Reason” shall mean
      (a) any reduction in Executive’s Salary except as permitted hereunder, or (b)
      instruction to relocate Executive’s primary workplace to a location that is more
      than fifty (50) miles from the office where Executive is initially assigned
      to
      work as Executive’s principal office, or outside the greater metropolitan area
      where such office is located, whichever is greater; in each case if Executive
      objects in writing within 10 days, unless Charter retracts the reduction in
      Salary or instruction to relocate within 30 days following Charter’s receipt of
      timely written objection from Executive. 

     

    5.5. Termination
      Pay.
      Effective upon the termination of Executive’s employment, Charter 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 5.5 and in Section 4, except to the extent otherwise
      provided for in any Charter stock incentive or stock option plan, or any Charter
      cash award plan (including, among others, the 2005 Executive Cash Award Plan),
      approved by the Board. For purposes of this Section 5.5, Executive’s
      designated beneficiary will be such individual beneficiary or trust, located
      at
      such address, as Executive may designate by notice to Charter from time to
      time
      or, if Executive fails to give notice to Charter of such a beneficiary,
      Executive’s estate. Notwithstanding the preceding sentence, Charter 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.

     

    5.5.1. Termination
      by Executive for Good Reason or by Charter without Cause.
      If prior
      to expiration of the Term, Executive terminates Executive’s employment for Good
      Reason, or Charter terminates Executive’s employment other than for Cause (but
      not because of the Disability or death of Executive), Executive will be entitled
      to receive on and subject to the conditions of this Agreement:

     

           (a) Executive’s
      then-existing Salary for the remainder of the Term specified in Section 1.2,
      or
      a period of twelve (12) months, whichever is greater. Subject to the provisions
      of Section 5.6, this amount (the “Separation Payment”) will be paid over the
      period of time used to calculate the Separation Payment (i.e., the balance
      of
      the Term at the time employment terminated or twelve (12) months, whichever
      was
      greater) in equal bi weekly instalments on the Company’s regular pay days for
      executives, 

     

    
      
        
        

      

      
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    and
      commencing with the first payday after all conditions in Section 5.6 are
      satisfied; provided that, to the extent required to avoid the tax consequences
      of Section 409A of the Code, 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 after the six (6) month anniversary of the date Executive’s
      employment terminates. 

     

            (b) the
      amount of Executive’s incentive compensation for the year during which the
      termination is effective (prorated for the period from the beginning of the
      year
      in question until the effective date of termination) if and to the extent a
      bonus otherwise is payable under the terms of the applicable incentive bonus
      plan as determined by the Board, based upon results for the entire year. This
      amount will be payable as and when incentive compensation under such plan for
      the year in question is paid to other participants generally but not later
      than
      two and one-half months after the end of the calendar year in which the
      termination is effective. The Board shall determine the amount of any such
      bonus
      and/or the extent to which any such bonus has been earned under the plan, in
      its
      sole discretion, considering results for the entire year and not just the period
      of Executive’s employment;

     

            (c) 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;

     

            (d) a
      lump
      sum payment (net after deduction of taxes and other required withholdings)
      equal
      to (i) the greater of the number of full months remaining in the Term at the
      time Executive’s employment terminated, or twelve (12), times (ii) 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 5.5.1 (a), and will not take into account future increases in costs
      during the applicable time period; and

     

            (e)
       to
      the
      extent authorized and permitted by the terms of the applicable plan, any stock
      options and restricted stock previously awarded to Executive will continue
      to
      vest under such plan for the period of time immediately following termination
      of
      Executive’s employment that is equal to the period of time used to calculate the
      payment under Section 5.5.1 (a). This period of time qualifies, in the case
      of a
      payment under Section 5.5.1, as the period of time during which Executive is
      receiving severance for purposes of Section 5.4 of the Charter Communications,
      Inc. 2001 Stock Incentive Plan, as amended, and any applicable stock option
      or
      restricted stock agreement signed pursuant to a grant under such plan (and
      the
      payment specified in Section 5.5.1 (a) above qualifies as “severance” for
      purposes of Section 5.4 of the Charter Communications, Inc. 2001 Stock Incentive
      Plan.

     

        Executive
      shall be entitled to no other compensation or benefits except as expressly
      provided in this paragraph. 

     

         5.5.2. Termination
      by Executive without Good Reason or by Charter for Cause.
      If prior
      to the expiration of the Term or thereafter, Executive terminates Executive’s
      employment prior to expiration of the Term without Good Reason or if Charter
      terminates this Agreement for Cause, Executive will be entitled to receive
      Executive’s then-existing 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


     

    
      
        
        

      

      
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    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. Executive shall be entitled to no other compensation or
      benefits except as expressly provided in this paragraph.

     

    5.5.3. Termination
      upon Disability.
      If prior
      to the expiration of the Term, Executive’s employment is terminated by either
      party as a result of Executive’s Disability, as determined under
      Section 5.2, Charter will pay Executive his or her then-existing Salary
      through the remainder of the calendar month during which such termination is
      Effective and for the lesser of (i) six consecutive months thereafter, or (ii)
      the date on which any disability insurance benefits commence under any
      disability insurance coverage furnished by Charter to Executive. Any unvested
      options and shares of restricted stock shall terminate upon a termination for
      Disability unless otherwise provided for in any applicable plan or award
      agreement. Executive shall be entitled to no other compensation or benefits
      except as expressly provided in this paragraph.

     

    5.5.4. Termination
      upon Death.
      If
      Executive’s employment terminates because of Executive’s death, Executive will
      be entitled to receive Executive’s then-existing Salary through the end of the
      calendar month in which the death occurs and shall be paid 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 upon Death unless otherwise provided for in any applicable
      plan or award agreement. Executive shall be entitled to no other compensation
      or
      benefits except as expressly provided in this paragraph.

     

    5.5.5. Benefits.
      Except
      as otherwise required by law, Executive’s accrual of, or participation in plans
      providing for, the Benefits will cease at the effective date of the termination
      of employment, and Executive will be entitled to accrued benefits pursuant
      to
      such plans only as provided in such plans.

     

     5.6. Conditions
      To Payments. To
      be
      eligible to receive (and continue to receive) and retain the payments and
      benefits described in Sections 5.5.1 (a) - (e), Executive must comply with
      the
      provisions of Sections 6 and 7 and first execute and deliver to Charter, and
      comply with, an agreement, in form and substance satisfactory to Charter,
      effectively releasing and giving up all claims Executive may have against
      Charter or any of its subsidiaries or affiliates (and each of their respective
      controlling 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 Charter, will be based
      upon the standard form (if any) then being utilized by Charter 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
      Charter, any investigation or administrative proceeding, any matter relating
      to
      a franchise, or any business matter concerning Charter or any of its
      transactions or operations. A copy of the current standard form being used
      by
      Charter for executive separations when severance is being paid has been provided
      to Executive or is attached to this Agreement as Exhibit 1. 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 Charter’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 Sections 5.5.1 (a) - (e) will not be made unless and until Executive
      executes and delivers that agreement to Charter within twenty-one (21) days
      

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

       

      after
        delivery of the document (or such lesser time as Charter’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). It is understood and agreed that if a form of agreement
        called for by this Section 5.6 is not presented to Executive within forty-five
        (45) days after Executive’s employment terminated, then the requirement that
        Executive executes and delivers that agreement will be deemed to be satisfied.
        

    

     

    6. Non-Disclosure
      Covenant; Employee Inventions.

     

        6.1. Acknowledgments
      by Executive.
      Executive acknowledges that (a) during the Employment Period and as
      a part
      of Executive’s employment, Executive 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, Charter desires to obtain exclusive
      ownership of each invention by Executive, and Charter will be at a substantial
      competitive disadvantage if it fails to acquire exclusive ownership of each
      invention by Executive; and (d) the provisions of this Section 6 are
      reasonable and necessary to prevent the improper use or disclosure of
      Confidential Information and to provide Charter with exclusive ownership of
      all
      inventions and works made or created by Executive.

     

        6.2. Confidential
      Information.
      (a) 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.
      

    


    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
      Charter:

    


    (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 are used in combination
      or alone; 

    


    (e)  information
      concerning Company personnel, confidential financial information, customer
      or
      customer prospect information, information concerning subscribers, subscriber
      and customer 

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

       

      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.

    


    Executive
      shall not make or use any notes or memoranda relating to any Confidential
      Information except for the benefit of the Company, and will, at Charter’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.

    


    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.

    


    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 Charter) 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 Charter 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 Charter during the Term,
      Executive will return to Charter all of the Proprietary Items in Executive’s
      possession or subject to Executive’s control, and Executive shall not retain any
      copies, abstracts, sketches, or other physical embodiment of any of the
      Proprietary Items.

    


    6.3. Proprietary
      Developments.

    


    6.3.1.  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 

     

    
      
        
        

      

      
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    promptly
      disclosed by Executive to Charter and shall be Charter’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 Charter 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 Charter’s counsel, to effect and
      confirm such assignment, transfer and waiver, to direct the issuance of patents,
      trademarks, or copyrights to Charter with respect to such Developments as are
      to
      be Charter’s exclusive property or to vest in Charter title to such
      Developments; provided, however, that the expense of securing any patent,
      trademark or copyright shall be borne by Charter. 
      The
      parties agree that Developments shall constitute Confidential
      Information.

    


    6.3.2. "Work
      Made for Hire."
      Any work
      performed by Executive during Executive's employment with Charter 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 Charter. 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 Charter all of Executive’s right,
      title, and interest in such work product including, but not limited to, all
      copyrights and other proprietary rights.

    


    6.3.3. Cooperation.
      Both
      during the Term and thereafter, 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. Charter shall bear all costs in
      connection with Executive's compliance with the terms of this
      section.

    


    7. Non-Competition
      and Non-Interference.

     

    7.1. 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 7 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. 

     

    
      
        
        

      

      
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    7.2. Covenants
      of Executive.
      For
      purposes of this Section 7.2, the term “Restricted Period” shall mean the period
      commencing on the Effective Date and terminating on the later of (i) the second
      anniversary (or, in the case of Section 7.2 (a), the first anniversary), of
      the
      date Executive’s employment terminated, or (ii) the end of the Term. In
      addition, 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 5.5. In consideration of
      the
      acknowledgments by Executive, and in consideration of the compensation and
      benefits to be paid or provided to Executive by Charter, 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:

    


    (a)  in
      the
      United States or any other country or territory where the Company then conducts
      its business: engage in, operate, finance, control or be associated with 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, 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. 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-based internet based or wireless system for
      delivering television, music or other entertainment programming, provides
      telephony services using cable connection, provides data or internet service,
      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 7.2(a) shall not be construed or applied: (i) so as to prohibit
      Executive from owning not more than one percent (1%) 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; (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, 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 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;
      and
      (iii) so as to prohibit Executive from engaging in the authorized practice
      of
      law (it being understood that this does not relieve Executive, or constitute
      a
      waiver by Charter, of any ethical obligation concerning the representation
      of
      any client in a matter adverse to Charter or one of its subsidiaries or
      affiliates). 

    


    (b) 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 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


     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

       

      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

    

    


    (c)  solicit
      or recruit for employment, any person or persons who are employed by Charter
      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;

    


    (d) perform
      any work as an employee, consultant, contractor, or in any other capacity with,
      directly or indirectly invest or own any interest in, serve as an officer,
      director or advisor or consultant to, or directly or indirectly provide any
      services or advice to Cequel III (or any of its affiliates, or any entity
      invested in or owned or controlled by Cequel III or any of its principals,
      excluding publicly traded corporations in which such person(s) or entities
      own
      or control less than a 5% interest), or any company or business in which Cequel
      III or any of Cequel III’s principals own an interest (other than a publicly
      traded corporation in which such person(s) and entities own or control less
      than
      a 5% interest). It is understood that the principals of Cequel III are Jerry
      Kent and Howard Wood. The provisions of this Section 7.2(d) shall not be
      construed or applied so as to prohibit Executive from engaging in the authorized
      practice of law (it being understood that this does not relieve Executive,
      or
      constitute a waiver by Charter, of any ethical obligation concerning the
      representation of any client in a matter adverse to Charter or one of its
      subsidiaries or affiliates); or

    


    (e) disparage
      or criticize, or make any derogatory or critical statement about, Charter or
      any
      of its subsidiaries or affiliates, or any of their respective present or former
      directors, officers, employees, or agents. 

    


    If
      Executive violates any covenant contained in this Section 7.2, then the term
      of
      the covenants in this Section shall be extended by the period of time Executive
      was in violation of the same.

     

    The
      covenants contained in this Section shall be interpreted and applied in a manner
      which complies with Missouri Supreme Court Rules of Professional Conduct Rule
      4-5.6 and which does not in any way violate the Missouri Supreme Court Rules
      of
      Professional Conduct, understanding Executive is a licensed attorney.


     

        7.3. 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 7.2 shall extend to any part of the United States, and any other country
      or territory, where the Company hereafter operates or conducts business. 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, Charter shall be entitled to equitable relief by way
      of
      injunction or otherwise. If any provision of Section 6 or 7 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 

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    provision
      to such lesser degree, time, scope, extent and/or territory as will grant
      Charter the maximum restriction on Executive’s activities permitted by
      applicable law in such circumstances. Charter’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 Charter or by Charter’s failure to exercise any of its rights under
      any such agreement.

     

        7.4. Notices.
      In
      order to preserve Charter’s rights under this Agreement, Charter 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 Charter shall not be liable
      for
      doing so.

     

        7.5. Injunctive
      Relief and Additional Remedy.
      Executive acknowledges that the injury that would be suffered by Charter as
      a
      result of a breach of the provisions of this Agreement (including any provision
      of Sections 6 and 7) would be irreparable and that an award of monetary
      damages to Charter for such a breach would be an inadequate remedy.
      Consequently, Charter 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
      Charter will not be obligated to post bond or other security in seeking such
      relief. Without limiting Charter’s rights under this Section or any other
      remedies of Charter, if Executive breaches any of the provisions of
      Section 6 or 7, Charter will have the right to cease making any payments
      otherwise due to Executive under this Agreement.

     

        7.6. Covenants
      of Sections 6 and 7 are Essential and Independent
      Covenants.
      The
      covenants by Executive in Sections 6 and 7 are essential elements of
      this
      Agreement, and without Executive’s agreement to comply with such covenants,
      Charter would not have entered into this Agreement or employed Executive.
      Charter 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
      Charter. Executive’s covenants in Sections 6 and 7 are independent
      covenants and the existence of any claim by Executive against Charter, under
      this Agreement or otherwise, will not excuse Executive’s breach of any covenant
      in Section 6 or 7. 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 6 and
      7.
      Charter’s right to enforce the covenants in Sections 6 and 7 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 6 and 7, 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
      6 or 7 of this Agreement. 

     

    8. Executive’s
      Representations And Further Agreements.

     

    8.1. Executive
      represents, warrants and covenants to Charter that:

     

    (a) 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;

     

    
      
        
        

      

      
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    (b) On
      or
      prior to the date hereof, Executive has furnished to Charter 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;

     

    (c) 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
      Agreement, or giving the representations and warranties herein, he has been
      given a reasonable time to review it and has consulted with counsel of his
      choice; and

     

    (d) Executive
      will not knowingly breach or violate any provision of any law or regulations
      or
      any agreement to which Executive may be bound.

     

    (e)  Executive
      has not provided, nor been requested by Charter to provide, to Charter, 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.

     

    8.2. During
      and subsequent to expiration of the Term, the Executive will
      cooperate with Charter, 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 Charter and its representatives
      concerning such matters. 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 Charter
      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 Charter 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 Charter’s standard travel expense reimbursement policies and as otherwise
      may be required to satisfy any requirements under applicable tax laws for
      Charter 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. 

     

    9. General
      Provisions.

     

    9.1. Binding
      Effect; Delegation of Duties Prohibited.
      Neither
      this Agreement nor any rights or obligations of Charter under this Agreement
      may
      be assigned or transferred by Charter except that such Agreement, rights and/or
      obligations may be assigned or transferred pursuant to a merger or
      consolidation, or the sale or liquidation of all or substantially all of the
      assets of Charter, provided that the assignee or transferee is the successor
      to
      all or substantially all of the assets of Charter and such assignee or
      transferee assumes the liabilities, obligations and duties of Charter, as
      contained in this Agreement, either contractually or as a matter of law. The
      duties and covenants of Executive under this 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 

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

       

      entered
        into by Executive and/or Executive's immediate family members (meaning,
        Executive's spouse and lineal descendants). Charter also shall have the right
        to
        delegate its duties under this Agreement and assign its rights under this
        Agreement to any subsidiary or affiliate, provided
        however,
        such
        assignment does not render this Agreement void or unenforceable. Any actual
        or
        attempted delegation or assignment in contravention of this Section 9.1
        shall be null and void ab
        initio.

    

    


    9.2. Notices.
      All
      notices and other communications under this Agreement must be in writing and
      will be deemed to have been duly given when (a) delivered by hand (with
      written confirmation of receipt), (b) sent by facsimile (with written
      confirmation of receipt), provided that a copy is mailed by registered mail,
      return receipt requested, or (c) when received by the addressee, if
      sent by
      a nationally recognized overnight delivery service (receipt requested). Notices
      and other communications under this Agreement shall be sent, in the case of
      Charter to the attention of the Chairman of the Board of Directors and General
      Counsel at Charter’s principal business office and, in the case of Executive, to
      the address or facsimile number set forth below (or to such other address or
      facsimile number as Executive may designate by notice to Charter):

     

    _________________

    _________________

    _________________

     

    9.3.
       Entire
      Agreement; Amendments. 

     

    (a)
      This
      Agreement contains the entire agreement between the parties with respect to
      its
      subject matter and supersedes all prior oral and written communications,
      agreements and understandings between the parties with respect to terms and
      conditions of employment, including, without limitation, specifically that
      certain November 22, 2004 memorandum regarding severance guidelines for
      executives; provided, however, that this Agreement does not cancel any prior
      award agreement entered into by Executive pursuant to or under any stock option
      or restricted stock plan, nor relieve Executive of his or her obligations under
      any agreement concerning confidentiality of information, non competition, non
      solicitation of employees or customers, non disparagement or assignment of
      inventions. Superseding such other agreements shall be deemed to not be a
      termination thereunder. To the extent any terms of this Agreement conflict
      with
      the terms of any prior award agreement entered into by Executive pursuant to
      or
      under any stock option or restricted stock plan, the terms of this Agreement
      shall govern. 

     

    (b)
      Neither this Agreement nor any of its terms may be amended, added to, changed
      or
      waived except in a writing signed by Executive and the President and/or Chief
      Executive Officer of Charter or designee thereof. Notwithstanding anything
      herein to the contrary, Charter hereby reserves the right to unilaterally amend
      this Agreement as necessary to avoid the imposition of liability under or as
      a
      consequence of the application of the provisions of Section 409A of the Code.
      

     

    (c)
      Executive shall not be entitled to, and waives any rights under or with respect
      to, severance or other benefits under any existing or future severance plans,
      policies, programs or guidelines established or published by Charter, including,
      but not limited to, that certain November 22, 2004 memorandum regarding
      severance guidelines for executives.

     

    9.4. Survival,
      Captions. This
      Agreement shall inure to the benefit of Charter, its successors and assigns.
      This Agreement shall survive the termination of Executive’s employment. The
      captions used 

     

    
      
        
        

      

      
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      in
        this
        Agreement do not limit the scope of the provisions. And shall not be used
        to
        interpret the meaning of the terms of this Agreement. Unless otherwise expressly
        provided, the word “including” does not limit the preceding words or
        terms.

    

     

    9.5. Governing
      Law; Jurisdiction and Venue.
      This
      Agreement is deemed to be accepted and entered into in the State of Missouri
      and
      shall be governed by and construed and interpreted according to the internal
      laws of the State of Missouri without reference to conflicts of law principles.
      In any suit to enforce this Agreement, venue and jurisdiction is proper in
      the
      St. Louis County Circuit Court and (if federal jurisdiction exists) the U.S.
      District Court for the Eastern District of Missouri, and Executive waives all
      objections to jurisdiction in any such forum and any defense or claim that
      either such forum is not a proper forum, is not the most convenient forum,
      or is
      an inconvenient forum.

     

    9.6. Severability.
      If any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.

     

    9.7 Counterparts;
      Effective by Facsimile Signatures.
      This
      Agreement may be executed in one or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when taken
      together, will be deemed to constitute one and the same agreement. This
      Agreement may be executed by facsimile signatures.

     

    9.8. Successors;
      Binding Agreement.
      Subject
      to the provisions of Section 9.1, this Agreement shall inure to the benefit
      of
      and be binding upon personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and legatees of
      Executive and successors and assigns of Charter. Other than Company and
      Executive, and, subject to Section 9.1 hereof, their respective successors
      and assigns, there are no intended beneficiaries of this Agreement.

     

    9.9. Withholding
      Taxes; Delay In Payments.
      Company
      may withhold from any amounts payable under this Agreement such Federal, state
      and local taxes as may be required to be withheld pursuant to any applicable
      law
      or regulation. In no event shall Charter be required to make, or Executive
      be
      required to receive, any payment called for by this Agreement if such payment
      at
      that time shall result in the application of the tax consequences spelled out
      in
      Section 409A of the Code. In that case, payment will be made at such time as
      will not result in the imposition of any adverse tax consequences spelled out
      in
      Section 409A of the Code.

     

    9.10. General
      Satisfaction.
      Except
      as otherwise specified in this Agreement, this Agreement supersedes and replaces
      any prior employment or other agreement between Executive and Charter, and
      Charter shall not have any further liability arising out or in connection with
      any such prior agreement, whether oral or written, made on or before the
      Effective Time with or for the benefit of Executive. 

    


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

     

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    
 

    CHARTER
      COMMUNICATIONS, INC.

    By:/s/
      Neil
      Smit                      
         

    


    


    


    


    /s/
      Sue Ann R. Hamilton          
      

    Sue
      Ann
      R. Hamilton

    


    


    
      
        
        

      

      
        -18-