ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Indemnification Agreements
On February 11, 2010, Charter Communications, Inc. (the "Company") entered into revised Indemnification Agreements (the "Indemnification Agreements") with certain officers of the Company, including all the Named Executive Officers, Messrs. Smit, Lovett and Fawaz and Ms. Schmitz. The Indemnification Agreements, which were approved by the Company's Board of Directors following the Company's emergence from bankruptcy on November 30, 2009, provide that the Company shall indemnify the contracting individuals in performance of their duties as officers and employees of the Company, to the fullest extent permissible under the General Corporation Law of the State of Delaware. The revised agreement includes a guaranty of the payment and performance of the Indemnification Agreements by one of the Company's indirect subsidiaries, CCH II, LLC. See the form of Indemnification Agreement for further information, attached hereto as Exhibit 10.1.
ITEM 8.01. OTHER EVENTS.
Exchange of Holdco Units
As previously disclosed, the Company entered into an exchange agreement (the “Exchange Agreement”), with Charter Investment, Inc. (“CII”), Paul G. Allen (“Mr. Allen”) and Charter Communications Holding Company, LLC (“Charter Holdco”) on November 30, 2009, pursuant to which Mr. Allen and certain persons and entities affiliated with Mr. Allen, had certain rights and options, including, without limitation, at any time and from time to time on or before November 30, 2014, to exchange all or any portion of their membership units in Charter Holdco (the “Holdco Units”) for $1,000 in cash and up to approximately 1.1 million shares of the Company’s Class A common stock in a taxable transaction.
As of November 30, 2009, there was an aggregate of 100 Holdco Units outstanding, of which 99 were held by the Company and one (1) was held by CII. As permitted by the Exchange Agreement, on December 28, 2009, CII exchanged 81% of its one (1) Holdco Unit for 907,698 shares of the Company’s Class A common stock and $1,000 in cash. On February 8, 2010, the remaining 0.19 Holdco Unit was exchanged by Mr. Allen for an additional 212,923 shares of the Company’s Class A common stock. As part of the exchange, CII merged with a subsidiary of the Company, became a wholly-owned subsidiary of the Company and continued to hold the 0.19 Holdco Unit. As a result of this transaction, Charter Holdco is now an indirect, wholly-owned subsidiary of the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed pursuant to Item 5.02:
Exhibit Number | | Description |
| | | |
| 10.1 | | Form of Indemnification Agreement* |
