SEPARATION AGREEMENT AND RELEASE FOR TED W. SCHREMP

This Separation Agreement and Release (this "Agreement") is entered into between Charter Communications, Inc. (the "Company" or "Charter") and me, Ted W. Schremp, as a condition to my receiving payments in connection with my resignation of employment with Charter, as accepted by Charter on February 14, 2011 (the "Termination Date"), the releases provided for herein and my assistance to Charter in the orderly transition of my former duties and responsibilities with Charter. The Company and I hereby agree as follows:

(a)           Payments And Benefits: Provided I do not breach the terms of this Agreement, I shall receive payments at my previous annual rate of $550,000.00 in bi-weekly installments as such installments are normally paid to senior executives (with all installments due but not paid prior to my execution of this Agreement to be paid on the first payday after execution and delivery of this Separation Agreement); I shall continue to receive all benefits, without interruption, including, without limitation, health insurance; and I shall continue to participate in all medical and child-care flex spending accounts I have previously selected, all through the Termination Date provided that health insurance benefits will end February 28, 2011. In addition, in exchange for my execution and delivery of this Agreement, specifically including the effectiveness of the release set forth in section "b" hereof (and the failure to revoke the same within seven (7) days after I sign and deliver it), the Company will provide me with the following payments and benefits in satisfaction of any claim I may hold against Charter or its employees:

(i)           An amount equal to six months of my current base salary, calculated at the annual rate of $550,000.00 per annum from the Termination Date through August 14, 2011 (the "Term"); provided that, the total of such payments shall not exceed, in the aggregate, the gross amount of $275,000.00, which total amount shall be payable following the Termination Date in thirteen (13) equal bi-weekly installments in accordance with the Company's normal payroll practices;

(ii)           All reasonable expenses I have incurred in the pursuit of my duties under the Amended and Restated Employment Agreement by and between me and the Company, dated as of January 3, 2011 (the “Employment Agreement”), through the Termination Date which are payable under and in accordance with the Employment Agreement, which amount will be paid within thirty (30) days after the submission by me of properly completed reimbursement requests on the Company’s standard forms;

(iii)           A cash payout of any remaining hours of accrued and unused vacation calculated as of the Termination Date at my rate of base salary in effect as of the Termination, payable in accordance with the applicable vacation program, within thirty (30) days of the time the payment in section (a)(i) begins; and

 

 

(iv)           The bonus attributable to calendar year 2010 in accordance with the terms of the 2010 Executive Bonus Plan and payable at the time of payments to the other participants in such plan.

These payments and benefits will be paid and/or provided as and when called for by this Agreement, after all conditions to the effectiveness of this Agreement and the releases called for by this Agreement have been satisfied. The right to retain the same shall be subject to compliance with this Agreement and the terms of the Employment Agreement.

(b)           Complete Release: I hereby understand and agree to the termination of all offices, directorships, manager positions and other similar offices I hold with Charter or any of its subsidiaries or related or affiliated corporations, limited liability companies and partnerships and all employment by Charter effective the close of business on the Termination Date. In consideration for the payments I am to receive hereunder, I unconditionally and irrevocably release, waive and give up any and all known and unknown claims, lawsuits and causes of action, if any, that I now may have or hold against Charter, its current and former parents, plans, subsidiaries, and related or affiliated corporations, ventures, limite d liability companies and partnerships, and their respective current and former employees, directors, fiduciaries, administrators, insurers, members, managers, partners, and agents and related parties, in any way arising out of, in connection with or based upon (i) any event or fact that has occurred prior to the date I sign this Agreement, (ii) my employment with Charter and/or any of its subsidiaries or affiliates to date and any event or occurrence occurring during such employment, (iii) my resignation from employment with Charter, (iv) the Employment Agreement or any breach thereof, (v) any claim to payment under or from the Value Creation Plan or for salary, bonus, stock options or restricted shares, or performance or restricted cash awards; or (vi) any decision, promise, agreement, statement, policy, practice, act or conduct prior to this date of or by any person or entity I am releasing, and from any claims or lawsuits. I understand that this means that, subject to the limitations described below, I a m releasing Charter and such other persons and entities from, and may not bring claims against any of them under (a) Title VII of the Civil Rights Act of 1964 or Sections 1981 and 1983 of the Civil Rights Act of 1866, which prohibit discrimination based on race, color, national origin, ancestry, religion, or sex; (b) the Age Discrimination in Employment Act, which prohibits discrimination based on age; (c) the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; (d) the Americans with Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; (e) the WARN Act, which requires that advance notice be given of certain workforce reductions; (1) the Missouri Human Rights Act, chapter 213, R.S. Mo., which prohibits discrimination in employment, including but not limited to discrimination and retaliation based on race, gender, national origin, religion, age and disability; (g) the Employee Retirement Income Security Act, which among other things, protects employee benefits; (h) the Family and Medical Leave Act of 1993, which requires employers to provide leaves of absence under certain circumstances; (i) the Sarbanes-Oxley Act of 2002, which, among other things, provides whistleblower protection; (j) any federal or state law, regulation, decision, or executive order prohibiting discrimination or retaliation for breach of contract; (k) any of the laws of the State of Missouri or any political subdivision of such State; (l) any law prohibiting retaliation based on exercise

 

 

 

of my rights under any law, providing whistleblowers protection, providing workers' compensation benefits, protecting union activity, mandating leaves of absence, prohibiting discrimination based on veteran status or military service, restricting an employer's right to terminate employees or otherwise regulating employment, enforcing express or implied employment contracts, requiring an employer to deal with employees fairly or in good faith, providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent or other misrepresentation, defamation, and similar or related claims, and any other law relating to salary, commission, compensation, benefits, and other matters. I specifically represent and agree that I have not been treated adversely on account of age, gender or other lega lly protected classification, nor have I otherwise been treated wrongfully in connection with my employment with the Company and/or any of its subsidiaries or affiliates and that I have no basis for a claim under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, or any applicable law prohibiting employment or other discrimination or retaliation. I acknowledge that the Company relied on the representations and promises in this Agreement in agreeing to pay me the benefits described in subsection (a). I understand that I am releasing claims for events that have occurred prior to my signing this Agreement that I may not know about. This release does not include claims arising after the date I sign this Agreement, any claim under a stock option plan or award agreement, incentive stock plan, or restricted stock award agreement based upon my service to and ending on the date my employment terminates, any claim under a group health insurance plan in which I participate for claims a ccrued as of the date my employment terminated, a breach of the provisions of this Agreement and any pending claims for workers compensation that have already been filed or for on-the-job injuries that have already been reported, or any claim for indemnification by Charter for actions taken by me within the course and scope of my employment to the degree such actions are subject to indemnification under Charter's policies and practices.

(c)           Promise Not to File Claims: I promise never to file, prosecute or pursue any lawsuit based on a claim purportedly released by this Agreement, or (absent court order) to assist others in filing or prosecuting similar claims against Charter. I understand and agree that nothing in this Agreement precludes me from filing a charge of discrimination under applicable federal or state law, although I have personally released such claims with regard to matters and facts occurring prior to this date. I specifically acknowledge and agree that I am not entitled to severance or any other benefits under the Charter Communications Special One-Time Severance Plan or other severance plan or contract, or to any payments b y reason of the Employment Agreement, and I specifically waive any rights I may have under that plan and any such agreement, if any.

(d)           Non-admission of Liability: This Agreement is not an admission of fault, liability or wrongdoing by me or any released party, and should not be interpreted or construed as such.  I understand that all released parties specifically deny engaging in any liability or wrongdoing.

(e)           Non-Disparagement: I will not make any statement or announcement concerning my departure from Charter except as may be reviewed and approved by Charter in advance; provided that, I may inform third parties that my employment was terminated voluntarily by me on the Termination Date. During the balance of and subsequent to my employment with

 

 

 

Charter and/or any of its subsidiaries or affiliates, I agree not to criticize, denigrate, disparage, or make any derogatory statements about the Company (including any subsidiaries, or affiliates), its business plans, policies and practices, or about any of its officers, employees or former officers or employees, to customers, competitors, suppliers, employees, former employees, members of the public (including but not limited to in any internet publication, posting, message board or weblog), members of the media, or any other person, nor shall I take any action reasonably expected to harm or in any way adversely affect the reputation and goodwill of the Company. During the balance of and subsequent to my employment with Charter and/or any of its subsidiaries or affiliates, Charter agrees, for itself, its directors and executive emplo yees not to criticize, denigrate, disparage, or make any derogatory statements about me to customers, competitors, suppliers, employees, former employees, members of the public (including but not limited to in any Internet publication, posting, message board or weblog), members of the media, or any other person, nor shall Charter, its directors, employees, or agents, take any action reasonably expected to harm or in any way adversely affect my reputation. Nothing in this paragraph shall prevent anyone from giving truthful testimony or information to law enforcement entities, administrative agencies or courts or in any other legal proceedings as required by law, including, but not limited to, assisting in an investigation or proceeding brought by any governmental or regulatory body or official related to alleged violations of any law relating to fraud or any rule or regulation of the Securities and Exchange Commission.

(f)           Future Cooperation and Transition Services: I agree to make myself reasonably available by telephone, e-mail or in person to meet and speak with representatives of Charter regarding events, omissions or other matters occurring during my employment with Charter of which I have personal knowledge or involvement (i) in order to assist Charter in an orderly transition of my work and responsibilities to others at Charter (“Transition Services”) or (ii) that give rise or may give rise to a legal claim against Charter.  I also shall reasonably cooperate with Charter in the defense of such claims, provided that, the requirement for such cooperation with Charter shall terminate seven years f rom the date of the identification of any such claim or claims. To the fullest extent possible, Charter shall schedule any telephone conferences or meetings with me for places near my residence and at times outside my normal work schedule and shall take all other reasonable measures to ensure that my schedule is disrupted to the least extent possible. To the fullest extent possible, Charter will seek to avoid having me travel to locations outside the metropolitan area within which I reside. If the Company requires me to travel outside the metropolitan area in the United States where I then reside to provide any testimony or otherwise provide any such assistance, then Charter will reimburse me for any reasonable, ordinary and necessary travel and lodging expenses incurred by me to do so, provided I submit all documentation required under Charter's standard travel expense reimbursement policies and as otherwise may be required to satisfy any requirem ents under applicable tax laws for Charter to deduct those expenses. Nothing in this Agreement shall be construed or interpreted as requiring me to provide any testimony, sworn statement or declaration that is not complete and truthful.  In connection with the Transition Services, I agree to undertake and complete reasonable assignments as may be reasonably assigned to me by the President and Chief Executive Officer of the Company from time to time during the Term.

 

 

 

(g)           Confidential and Proprietary Information; Covenant Not To Compete: I reaffirm my obligations under and agree to remain bound by and to comply with the provisions of Sections 17, 18 and 19 of my Employment Agreement with Charter, and agree those provisions continue to apply to me, notwithstanding the termination of my employment, the reason for termination of employment, or any act, promise, decision, fact or conduct occurring prior to this date. The "Restricted Period" for purposes of Section 19 of my Employment Agreement shall start for all purposes on the Termination Date and shall end (a) for (and solely for) the purposes of sections 19(b)(i) and 19(b)(ii) of the Employment Agreement, on February 14, 2013, and (b) for (and solely for) the purposes of section 19(b)(iii) of the Employment Agreement, on February 14, 2012.

(h)           Consideration of Agreement: The Company advised me to take this Agreement home, read it, and carefully consider all of its terms before signing it. The Company gave me, and I understand that I have, 21 days in which to consider this Agreement, sign it and return it to the Company. I waive any right I might have to additional time within which to consider this Agreement. I understand that I may discuss this Agreement with an attorney, at my own expense during this period I understand that I may revoke this Agreement within 7 days after I sign it by advising Richard R. Dykhouse, Senior Vice President, General Counsel and Corporate Secretary, orally or in writing within that seven (7) day time period of my intention to revoke this Agreement. I have carefully read this Agreement, I fully understand what it means, and I am entering into it voluntarily. I am receiving valuable consideration in exchange for my execution of this Agreement that I would not otherwise be entitled to receive, consisting of the benefits described in Paragraph (a) of this Agreement. If I revoke my acceptance of this Agreement within such 7 day time period, or if I fail to accept this Agreement within the 21-day period, then Charter shall have no obligations under this Agreement, including but not limited to any obligation to pay or provide the payments specified in this Agreement.

(i)           Return of Property: I will immediately return to the Company all files, memoranda, documents, records, credit cards, keys, equipment, badges, vehicles, Confidential Information (as defined in the Employment Agreement) and any other property of the Company then in my possession or control as directed by the Company; provided that, I hereby represent and warrant that I have not, and agree that I will not, make any copies of Company files residing on my laptop computer or other equipment accessible to me. I also will reveal to the Company at the Company's request all access codes to any computer or other program or equipment.

(j)           Choice of Law: This Agreement was drafted in Missouri, and the Company's Corporate offices are in Missouri. This Agreement is to be governed by and interpreted according to the internal laws of the State of Missouri without reference to conflicts of law principles, and this Agreement shall be deemed to have been accepted and entered into in the State of Missouri.

(k)           Amendment, Miscellaneous: Neither this Agreement nor any of its terms may be amended, changed, waived or added to except in a writing signed by both parties. The

 

 

 

 

Company has made no representations or promises to me to sign this Agreement, other than those in or referred to by this Agreement. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable.

(l)           Indemnification:  Charter reaffirms its obligations under and agrees to remain bound by and to comply with the provision of Section 24 of the Employment Agreement and the provisions of Sections 2 through 20, inclusive, of that certain “Indemnification Agreement” dated December 1, 2009 between me and Charter.

(m)           Notices:  Any written notice required by this Agreement will be deemed provided and delivered to the intended recipient when (a) delivered in person by hand; or (b) three days after being sent via U.S. certified mail, return receipt requested; or (c) the day after being sent via overnight courier, in each case when such notice is properly addressed to the following address and with all postage and similar fees having been paid in advance:

 

 

	If to the Company:	Charter Communications, Inc.
		Attn:     Richard R. Dykhouse,

	Senior Vice President,
	General Counsel and Corporate
	Secretary

		12405 Powerscourt Drive
		St. Louis, MO 63131
	If to me:	1315 Countryside Forrest Court
		Chesterfield, MO 63005

 

Either party may change the address to which notices, requests, demands and other communications to such party shall be delivered personally or mailed by giving written notice to the other party in the manner described above.

This Agreement was originally presented to me on the date set forth below. I have been advised to read it and carefully consider all of its provisions before signing it. I will have 21 days in which to consider it, sign it and return it to Rick Dykhouse.

 

 

I have carefully read this Agreement, I fully understand what it means, and I am entering into it voluntarily.

Presented By:

Name: Abigail T. Pfeiffer

Date Delivered:  February 22, 2011

Employee:

Signature:     /s/Ted W. Schremp         

Date Signed: February 22, 2011

Printed Name: Ted W. Schremp

Company:

Signature:     /s/Abigail T. Pfeiffer                     

Title:  Senior Vice President, Human Resources

Date Signed: February 22, 2011

Printed Name: Abigail T. Pfeiffer

Please Return to:

Richard R. Dykhouse

Senior Vice President, General Counsel and Corporate Secretary

Charter Communications, Inc.

12405 Powerscourt Drive

St. Louis, MO 63131

314 ###-###-#### (Telephone)

314 ###-###-#### (Facsimile)