ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.



On October 27, 2020, Charter Communications, Inc. ("Charter") entered into an
amended and restated employment agreement (the "Amended Agreement") with Thomas
Rutledge, Charter's Chief Executive Officer and Chairman of the Board of
Directors.

The Amended Agreement has a term ending December 31, 2024 (or upon an earlier
termination of employment) and provides that, while Mr. Rutledge serves as Chief
Executive Officer and Chairman of the Board of Directors, he will receive an
annual base salary of at least $2,500,000 and a target annual cash bonus
opportunity of 300% of his annual base salary. Mr. Rutledge will also continue
to participate in Charter's employee benefit plans and receive perquisites as
generally provided to other senior executives of Charter. On November 3, 2020,
Mr. Rutledge will be granted an award of stock options with a grant date fair
value of $30,000,000 and, in each of the 2021 through 2024 calendar years, he
will be eligible to receive annual grants of stock options with a grant date
fair value of $30,000,000, generally subject to his continued service as Chief
Executive Officer through each date of grant. Each grant of stock options will
vest in full on the third anniversary of the grant date, subject to his
continued employment or an earlier qualifying termination of service. In
addition, consistent with Mr. Rutledge's prior employment agreement, Charter
will continue to reimburse Mr. Rutledge for all reasonable and necessary
expenses incurred in connection with the performance of his duties, and Mr.
Rutledge is entitled to use Company aircraft for such travel and for commuting
and up to 125 hours of discretionary personal use per calendar year (without
carryover).

The Amended Agreement provides that, if Mr. Rutledge's employment is terminated
involuntarily by Charter without cause or by Mr. Rutledge for good reason, Mr.
Rutledge would be eligible for (a) a cash severance payment equal to the product
of 2.5 multiplied by the sum of his annual base salary and target annual bonus
opportunity for the year in which the termination occurs, (b) a prorated annual
bonus for the year of termination, determined based on actual performance, (c) a
cash payment equal to the cost of COBRA coverage for 30 months, and (d)
continued vesting of the stock options awarded during the term of the Amended
Agreement (or immediate vesting of such options if the termination occurs within
12 month following a change in control of Charter), which vested options would
remain exercisable for their original ten-year term.

If Mr. Rutledge's employment continues through the expiration of the term of the
Amended Agreement on December 31, 2024, his employment would terminate on such
date and he would be eligible for (a) an annual bonus for 2024, determined based
on actual performance, and (b) continued vesting of the stock options awarded
during the term of the Amended Agreement, which options would remain exercisable
for their original ten-year term.

In the event of the termination of Mr. Rutledge's employment due to death or
disability, he would be eligible for (a) a prorated annual bonus for the year of
termination, determined based on actual performance, and (b) immediate vesting
of the stock options awarded during the term of the Amended Agreement, which
options would remain exercisable for their original ten-year term. The Amended
Agreement provides for the option for Charter and Mr. Rutledge to have
transition negotiations no earlier than August 15, 2022 and no later than
February 15, 2023 for Charter and Mr. Rutledge to negotiate a mutually agreed
role thereafter which could include his current role or a transition role, and
if either Charter or Mr. Rutledge choose for Mr. Rutledge's employment to
terminate at that time, such termination would result in a pro rata annual bonus
to Mr. Rutledge and continued vesting of stock options as indicated in (d) above
(except, in the case of options held for less than one year as of the date of
termination, only a pro rata portion of such options will continue to vest). The
transition negotiations provisions would lapse upon a change in control.

The termination benefits described above are generally subject to Mr. Rutledge's
execution of a release of claims in favor of Charter and its affiliates. In
addition, Mr. Rutledge has agreed to comply with covenants concerning
nondisclosure of confidential information, assignment of intellectual property
and nondisparagement of Charter and, for two year following termination,
covenants concerning noncompetition and nonsolicitation of customers and
employees of Charter and its affiliates.

The foregoing summary of the Amended Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text thereof, which is
filed herewith as Exhibit 10.1 and incorporated by reference herein in its
entirety.



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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.




Exhibit                                                    Description

10.1                         Amended and Restated Employment Agreement

between Charter Communications,


                           Inc. and Thomas Rutledge, dated October 27, 2020
104                        The cover page from this Current Report on Form 8-K, formatted in Inline
                           XBRL

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