exhibit10_1.htm


    
                                                                                                      Exhibit
        10.1


      


      Charter
        Communications, Inc.

       

      Amended
        and Restated Executive

      Cash
        Award Plan

       

       

      June
        2005

       

      Amended
        2006

       

      Amended
        and Restated in 2007

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Charter
        Communications, Inc.

      Amended
        and Restated Executive Cash Award Plan

       

      Article
        1. Establishment and Purpose.


       

      The
        Compensation and Benefits Committee of the Board of Directors of Charter
        Communications, Inc. hereby establishes the Charter Communications, Inc.
        Executive Cash Award Plan effective as of January 1, 2005, adopted June 2005
        and
        amended in 2006 and 2007.  The purpose of the Plan is to provide
        greater incentive to, and retain the services of, certain Board-designated
        officers of Charter Communications, Inc. and its subsidiaries and affiliates
        as
        now or hereinafter constituted to achieve the highest level of individual
        performance and contribute to the success of the Company.

       

      Article
        2. Eligibility.

       

      Select
        Officers of the Company or any of its subsidiaries or affiliates, as recommended
        by the CEO and approved by the Committee, shall be eligible to participate
        in
        this Plan.

       

      Article
        3. Administration of the Plan.


       

      The
        Committee shall have full responsibility and authority to interpret and
        administer the Plan, including the power to promulgate rules of Plan
        administration, the power to settle any disputes as to rights or benefits
        arising from the Plan, the power to appoint agents and delegate its duties,
        and
        the power to make such decisions or take such actions as the Committee, in
        its
        sole discretion, deems necessary or advisable to aid in the proper
        administration of the Plan. Actions and determinations by the Committee shall
        be
        final, binding, and conclusive for all purposes of the Plan.

       

      Article
        4. Participants.


       

      As
        soon
        as feasible after the adoption of this Plan, the Committee shall designate
        from
        the eligible officers those who will participate in the Plan.

       

      Article
        5. Grants of Plan Awards.


       

      Each
        individual selected as a Participant was granted a Plan Award which represents
        an opportunity to receive cash payments in accordance with, and subject to
        the
        terms and conditions of, this Plan. For each Participant who is granted a
        Plan
        Award, a Plan Award Account will be established. A Participant’s Plan Award
        Account will be credited in  book entry format.  For the
        Plan Awards made in year 2005, the amount credited to a Participant's Plan
        Award
        Account was based on 

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

         

         

        the
          Participant's Base Salary as of the time of Plan approval or hire date
          and for
          the year 2006, Plan Awards were made based upon a Participant’s Base Salary as
          of their hire date.

      

       

      For
        those
        Participants receiving awards beginning in 2005 ("2005 Award Participants"),
        the
        amounts have been and will be credited as follows:

       

      


       

      
        	
                Year

              	
                            Amount
                  Credited as of May 1 of the Year

              
	 	 
	
                2005

              	
                100%
                  of Base Salary

              
	
                2006

              	
                  20%
                  of Base Salary

              
	
                2007

              	
                  20%
                  of Base Salary

              
	
                2008

              	
                  20%
                  of Base Salary

              
	
                2009

              	
                  20%
                  of Base Salary

              
	 	 


      

      


       

      For
        those
        Participants receiving awards beginning in 2006, ("2006 Award Participants")
        the
        amounts have been and will be credited as follows:

       

      
        	
                Year

              	
                            Amount
                  Credited as of May 1 of the Year

              
	 	 
	
                2006

              	
                100%
                  of Base Salary

              
	
                2007

              	
                  20%
                  of Base Salary

              
	
                2008

              	
                  20%
                  of Base Salary

              
	
                2009

              	
                  20%
                  of Base Salary

              
	
                2010

              	
                  20%
                  of Base Salary

              
	 	 


      

      


       

      Article
        6. Vesting and Payment(s) of Plan Awards.

       

      (a)
        A
        Participant will only be entitled to receive payment(s) from his or her Plan
        Award Account balance pursuant to the Participant’s Plan Award if he or she
        remains employed by the Company continuously from the date of his or her
        initial
        participation through the end of the calendar year in which his or her Plan
        Award Account becomes vested, and only to the extent the Plan Award Account
        becomes vested, in accordance with the following schedule.  Payment of
        such vested amount will be made within two and one half months after the
        end of
        the applicable year, provided that all conditions to payment are satisfied,
        as
        follows:

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      


       

      2005
        Award Participants

       

       

      
        	
                Year

              	
                Vested
                  Portion of Balance of Plan Award Account as
                  

                of
                  Year End that is Vested and Shall be Paid Out

              
	 	 
	
                2005

              	
                    0%
                  of Plan Award Account Balance

              
	
                2006

              	
                    0%
                  of Plan Award Account Balance

              
	
                2007

              	
                  50%
                  of Plan Award Account Balance

              
	
                2008

              	
                    0%
                  of Plan Award Account Balance

              
	
                2009

              	
                100%
                  of Plan Award Account Balance

              
	 	 


      

      


       

      2006
        Award Participants

       

      
        	
                Year

              	
                Vested
                  Portion of Balance of Plan Award Account as 

                of
                  Year End that is Vested and Shall be Paid Out

              
	 	 
	
                2006

              	
                    0%
                  of Plan Award Account Balance

              
	
                2007

              	
                    0%
                  of Plan Award Account Balance

              
	
                2008

              	
                  50%
                  of Plan Award Account Balance

              
	
                2009

              	
                    0%
                  of Plan Award Account Balance

              
	
                2010

              	
                100%
                  of Plan Award Account Balance

              
	 	 


      

      


      (b)
        Notwithstanding the above schedules, should a Participant’s employment terminate
        due to death or Disability (as that term is defined in Article 15 below),
        the
        Participant shall be paid: (1) the balance of the Participant’s Plan Award
        Account as of the end of the calendar year prior to the calendar year in
        which
        the Participant’s employment terminated, and (2) a prorated portion of the
        amount to be credited to the Participant’s Plan Award Account for the calendar
        year in which the Participant’s employment terminated equal to the amount
        otherwise to be credited for that calendar year in accordance with Article
        5,
        multiplied by a fraction, the numerator of which is the total number of months,
        full or partial, that the Participant was employed during the applicable
        year,
        and the denominator of which is twelve (12).

       

      (c)
        Notwithstanding the above schedules and the schedules in Section 5 hereof,
        in
        the event that a Change of Control to the Company occurs , at such time as
        any
        severance payments shall become due and payable under a Participant’s employment
        agreement, (i) all amounts that would have been awarded to such Participant
        under Section 5 had such Participant remained employed by the Company in
        good
        standing for the term of this Plan, shall be immediately awarded to such
        Participant assuming Participant’s then-current Base Salary continued unchanged
        throughout the term of this Plan; and (ii) 100% of such Participant's Plan
        Award
        Account Balance after such Awards shall immediately become due and payable
        by
        the Company to the Participant; provided that, the event giving rise to
        severance payments becoming due and payable under the Participant’s employment
        agreement occurs either (a) upon or within thirty days before or thirteen
        (13)
        months 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

         

        after
          a
          Change of Control, or (b) prior to a Change of Control at the request of
          a
          prospective purchaser whose proposed purchase would constitute a Change
          of
          Control upon its completion.

      

       

      Except
        as
        provided above in the event of death, Disability or a Change of Control,
        if a
        Participant’s employment with the Company and its subsidiaries and affiliates
        terminates for any reason before the day on which all or a portion of the
        Participant’s Plan Award Account becomes vested, the Participant shall forfeit
        the right to receive any amount that has not previously become vested in
        accordance with the schedule described above.

       

      Article
        7. Conditions To Payment, Nonalienation of Benefits.

       

      (a)
        A
        Participant’s eligibility for, and right to receive, any payment from the
        Participant’s Plan Award Account under this Plan (except in the event of the
        Participant’s intervening death) is conditioned upon:

       

      (1)
        the
        Participant first executing and delivering to Charter an Acceptance Agreement
        (“Agreement”) in form and substance satisfactory to Charter’s legal counsel,
        effectively releasing and giving up all claims the Participant may have against
        the Company (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 the date on which the
        Agreement is executed and containing additional restrictions on post-employment
        use of confidential information, non-competition and non-solicitation and
        recruitment of customers and employees which are the same as are contained
        in
        the standard form employment agreement for executive officers then used by
        the
        Company (or if no such agreement then exists, the most recent form of employment
        agreement used by the Company for one or more executive officers containing
        any
        such restrictions). The Agreement will be drafted by Charter, will be based
        upon
        the standard form employment agreement, if any, then being utilized by Charter
        for executive separations when severance is being paid (with such additional
        restrictions as to use and disclosure of confidential information, non
        competition and non solicitation and recruitment of customers and employees),
        and will be provided to the Participant within ten (10) business days after
        the
        Participant is eligible to receive a payment.  The Agreement will
        require the Participant, after his or her employment  terminates, to
        consult with Company representatives and/or voluntarily appear as a witness
        for
        trial or deposition (including the preparation for any such testimony) in
        connection with any claim which may be asserted by or against the Company,
        any
        investigation or administrative proceeding, any matter relating to a franchise,
        or any business matter concerning the Company or any of its transactions
        or
        operations in which the Participant was directly or indirectly involved or
        about
        which the Participant may have relevant factual knowledge or information;
        and

       

      (2)
        the
        Participant  executing and delivering the Agreement to Charter within
        twenty-one (21) days after delivery of the document (or such other time period
        as may be established for persons under the age of forty (40) or as may be
        required by applicable law), and all conditions to the effectiveness of that
        agreement and the releases contemplated thereby 

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      having
        been satisfied (including, without limitation, the expiration of any applicable
        revocation period without revoking acceptance).

       

      (b)
        Neither Plan Awards nor any other right or benefit under this Plan shall
        be
        subject to anticipation, alienation, sale, assignment, pledge, encumbrance,
        or
        charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber,
        or charge the same shall be void and shall not be recognized or given effect
        by
        the Company or the Committee.

       

      Article
        8. No Deferrals.


       

      No
        deferral of compensation (as defined under U.S. Internal Revenue Code Section
        409A or guidance thereto) is intended under this Plan.

    

    
      


      Article
        9. Funding.


       

      No
        promises made under this Plan shall be secured by any specific assets of
        the
        Company, nor shall any assets of the Company be designated as attributable
        or
        allocated to the satisfaction of such promises. Payments under this Plan
        shall
        be made from the Company’s general assets.

       

      Article
        10. Non-exclusivity Of This Plan.


       

      The
        adoption of this Plan shall not be construed as creating any limitations
        on the
        power of the Company’s Board of Directors or the Committee to adopt such other
        compensation arrangements as either may deem desirable for any
        Participant.

       

      Article
        11. No Employment Rights.

       

      The
        adoption of this Plan, and designating any employee as a Participant, shall
        not
        be construed as granting a Participant any right to employment for any specific
        period of time.

       

      Article
        12. Amendment, Suspension, or Termination of Plan.

       

      The
        Board
        or Committee may from time to time amend, suspend, or terminate the Plan,
        in
        whole or in part, except that (a) no such amendment, suspension, or termination
        shall materially adversely affect the rights of any Participant in respect
        of
        any Plan Award previously vested and not yet paid, and (b) if the Plan is
        terminated, then a Participant who is employed as of the time this termination
        occurs shall be paid, subject to the provisions of Article 7, an amount equal
        to
        (i) the amount the Participant would have been entitled to under the Plan
        if the
        Participant had been employed through December 31, 2009 for 2005 Award
        Participants and through December 31, 2010 for 2006 Award 

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

         

        Plan
          Participants (assuming that the Participant’s Base Salary for purposes of the
          initial contribution is the Participant’s Base Salary in effect as of the date
          the Participant first becomes included in the Plan, and that it would increase
          by 3.5% annually thereafter), multiplied by a fraction, the numerator of
          which
          is the number of full months between the effective date of the Plan and
          the date
          the Plan terminated, and the denominator of which is 60, less (ii) any
          payments
          previously made to the Participant under the Plan and any Plan Award vested
          but
          not yet paid under the Plan (but which otherwise is required to be paid
          notwithstanding termination of the Plan). This amount will be paid out
          in a lump
          sum within sixty (60) days after the Plan terminates and all conditions
          to
          payment specified in Article 7 are satisfied, but in no event later than
          two and
          one-half months after the end of the calendar year in which all the conditions
          to payment are satisfied.

      

       

      Article
        13. No Constraint on Corporate Action.


       

      Nothing
        in this Plan shall be construed to: (i) limit, impair, or otherwise affect
        the
        Company’s right or power to make adjustments, reclassifications,
        reorganizations, or changes of its capital or business structure, or to merge
        or
        consolidate, or dissolve, liquidate, sell, or transfer all or any part of
        its
        business or assets; or, (ii) limit the right or power of the Company to take
        any
        action which such entity deems to be necessary or appropriate.

       

      Article
        14. Governing Law, Effect, Forum.


       

      The
        Plan
        and each Plan Award shall be governed by the laws of the State of Missouri,
        excluding any conflicts or choice of law rule or principle that might otherwise
        refer construction or interpretation of this Plan to the substantive law of
        another jurisdiction. Recipients of a Plan Award under this Plan are deemed
        to
        submit to the exclusive jurisdiction and venue of the United States District
        Court for the Eastern District of Missouri (if federal jurisdiction exists)
        and
        the St. Louis County Circuit Court, to resolve any and all issues that may
        arise
        out of or relate to this Plan or any related Plan Award and to have waived
        any
        objection that any such federal or state court is not a proper or convenient
        forum. Payments received under this Plan will not constitute or be deemed
        compensation for purposes of any other benefit plan of the Company.

       

      Article
        15. Definitions.


       

      For
        purposes of this Plan, the following definitions will control:

       

      
        	
                 

              	
                a.

              	
                “Base
                  Salary” means the salary of record paid to a Participant as an annual rate
                  of salary, excluding amounts received under an annual incentive
                  plan or
                  other incentive or bonus plan or compensation, and excluding any
                  amounts
                  payable as benefits.

              


      

       

      
        	
                 

              	
                b.

              	
                “Board”
                  means the Board of Directors of
                  Charter.

              


      

       

      
        	
                 

              	
                c.

              	
                "Change
                  of Control" shall have the meaning set forth in the Company’s “2001 Stock
                  Incentive Plan”.

              


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 

              	
                d.

              	
                “Committee”
                  means the Compensation and Benefits Committee of the Board or a
                  subcommittee thereof, or any other committee designated by the
                  Board to
                  administer this Plan. If the Committee does not exist or cannot
                  function
                  for any reason, the Board may take any action under the Plan that
                  would
                  otherwise be the responsibility of the
                  Committee.

              


      

       

      
        	
                 

              	
                e.

              	
                “Company”
                  means Charter Communications, Inc., a Delaware corporation and
                  its
                  subsidiaries and affiliates as now or hereinafter
                  constituted.

              


      

       

      
        	
                 

              	
                f.

              	
                “Charter”
                  means Charter Communications, Inc., a Delaware
                  corporation.

              


      

       

      
        	
                 

              	
                g.

              	
                “Disability”
                  means such permanent physical or mental impairment as renders a
                  person
                  eligible to receive disability benefits under the long-term disability
                  plan maintained by the Company, if the person is covered by such
                  a plan;
                  and if the person is not covered by such a plan, under the Social
                  Security
                  Act.

              


      

       

      
        	
                 

              	
                h.

              	
                “Distribution
                  Date” shall have the meaning set out in Section 6
                  (c).

              


      

       

      
        	
                 

              	
                i.

              	
                “Participant”
                  means any eligible officer or key employee selected by the Committee
                  in
                  its sole discretion to participate in the Plan pursuant to Article
                  4 and
                  his or her personal representative and/or
                  executor.

              


      

       

      
        	
                 

              	
                j.

              	
                “Plan”
                  means the Charter Communications, Inc.  the Amended and Restated
                  Executive Cash Award Plan.

              


      

       

      
        	
                 

              	
                k.

              	
                “Plan
                  Award” means an award granted to a Participant pursuant to
                  Article 5.

              


      

       

      
        	
                 

              	
                l.

              	
                “Plan
                  Award Account” means a book entry account maintained for each Participant
                  in accordance with Article 5.

              


      

       

      


       

      
        
          
          

        

        
          7