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): March 14,
2007
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
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(Commission
File Number)
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(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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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
5.02. DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
March
14, 2007, Charter Communications, Inc. ("Charter") entered into an
agreement with Sue Ann R. Hamilton, Executive Vice President, Programming
of
Charter, governing the terms and conditions of the termination of
her employment
with Charter, as of March 31, 2007 (the "Separation Agreement").
Under the terms
of the Separation Agreement, Ms. Hamilton will receive the amount
of base
salary, calculated at an annual rate of $385,000 until March 31,
2008, (the
"Separation Term"), which will be paid over the remainder of the
Separation Term
in equal bi-weekly installments on Charter's regular pay days for
executives,
subject to a delay in the first payment to avoid the tax consequences
of Section
409A of the Internal Revenue Code. Ms. Hamilton will also be eligible
for
incentive and/or performance compensation for 2006, payable no later
than March
15, 2007, and for a pro
rata
amount
of incentive and/or performance compensation for 2007, payable no
later than
March 15, 2008. Ms. Hamilton will also receive a lump sum payment
equal to
twelve times the monthly cost, at the time of termination, for paid
coverage for
health, dental and vision benefits under COBRA. Any stock options
and restricted
stock previously granted to Ms. Hamilton will continue to vest during
the
remainder of the Separation Term but options or shares vesting after
the
Separation term will terminate. Ms. Hamilton agreed to abide by the
non-disparagement provision in the Separation Agreement and released
Charter
from any claims arising out of or based upon any facts occurring
prior to the
date of the Separation Agreement. Ms. Hamilton has also agreed that
she will
continue to be bound by the non-competition (through December 31,
2007),
non-interference and non-disclosure provisions contained in her October
31, 2005
Employment Agreement.
The
full
text of Ms. Hamilton's Separation Agreement is filed herewith as
Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 5.02:
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Exhibit
Number
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Description
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99.1
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Separation
Agreement and Release for Sue Ann R.
Hamilton.*
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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:
March 14, 2007
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President, 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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Separation
Agreement and Release for Sue Ann R.
Hamilton.*
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* filed
herewith