Charter Details Smit Pact

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Charter Communications Inc. released details of its employment agreement with new president and CEO Neil Smit late Monday, agreeing to a three-year deal with the former America Online Inc. executive worth a minimum of $1.2 million per year.

According to documents filed with the Securities and Exchange Commission Monday, Smit’s employment deal expires Dec. 31, 2008, unless it is extended for two additional years at Charter’s option.

Smit, who officially starts Aug. 22, will receive a base annual salary of $1.2 million through the third anniversary of the agreement and $1.4 million per year for the remainder. He is also eligible for an annual performance bonus of 125% of his salary, with a maximum bonus of 200%. For 2005, Smit has agreed to a minimum bonus of $1.2 million, provided he is still CEO Dec. 31.

Smit will also receive options to purchase 3.3 million shares of Charter stock, exercisable for 10 years and vesting at one-third of the annual grant for each of the three years of the contract.

And he is eligible for a performance share award of 4.1 million shares over three years starting in January and a restricted-stock award of 1.25 million shares, with annual vesting over three years following his employment date.

In addition, Smit will receive another 1.25 million-share restricted-stock award vesting on the first anniversary of his employment date.

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