SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August
1, 2006
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Charter
Communications, Inc. (the "Company") and Marwan Fawaz have entered into
an
agreement, effective as of August 1, 2006 (the "Employment Agreement"),
whereby
Mr. Fawaz will serve in an executive capacity as its Executive Vice President
at
a salary of $450,000, to perform such executive, managerial and administrative
duties as are assigned or delegated by the President and/or Chief Executive
Officer, including but not limited to serving as Chief Technology Officer.
The
term of the Employment Agreement is two years from the effective date.
Under the
Employment Agreement, Mr. Fawaz will receive a signing bonus of $100,000
and he
shall be eligible to receive a performance-based target bonus of up to
70% of
salary and to participate in the Long Term Incentive Plan and to receive
such
other employee benefits as are available to other senior executives. Mr.
Fawaz
will participate in the 2005 Executive Cash Award Plan, as amended, commencing
in 2006, which will provide the same benefit to Mr. Fawaz that he would
have
been entitled to receive under the Cash Award Plan if he had participated
in the
Plan at the time of the inception of the Plan in 2005, only with cash awards
made one-year later. He will also receive a grant of 50,000 restricted
shares of
the Company's Class A common stock, vesting in equal installments over
a
three-year period from effective date and an award of options to purchase
300,000 shares of the Company's Class A common stock under terms of the
stock
incentive plan on the effective date of the Employment Agreement, which
will
vest in equal installments over a four-year time period from the grant
date. In
addition, on the effective date, he will receive 133,741 performance shares
under the stock incentive plan and will be eligible to earn these shares
over a
one-year performance cycle to vest at the end of a three-year vesting period.
In
the
event that Mr. Fawaz is terminated by the Company without "cause'' or for
"good
reason,'' as those terms are defined in the employment agreement, Mr. Fawaz
will
receive his salary for the remainder of the term of the agreement or twelve
months' salary, whichever is greater; a pro rata bonus for the year of
termination; a lump sum payment equal to payments due under COBRA for the
greater of twelve months or the number of full months remaining in the
term of
the agreement; and the vesting of options and restricted stock for as long
as
severance payments are made. The employment agreement contains a one-year
non-compete provision (or until the end of the term of the agreement, if
longer)
and a two-year non-solicitation clause.
The
full
text of the Employment Agreement is filed herewith as Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01:
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Exhibit
Number
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Description
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|
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99.1
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Employment
Agreement of Marwan
Fawaz.*
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* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated:
August 1, 2006
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|
By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President and General Counsel and
Secretary
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EXHIBIT
INDEX
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Exhibit
Number
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Description
|
|
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99.1
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Employment
Agreement of Marwan Fawaz.*
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* filed
herewith