Common use of Benefits Payable Clause in Contracts

Benefits Payable. In exchange for this Agreement, the Company will provide me with: Separation Pay of 65 weeks' base pay, calculated at an annual rate of $450,000 (reduced for all applicable withholding taxes). This Separation Pay will be made in the form of salary continuation payments and will be paid on regular company paydays. Payments will commence the first payday as soon as administratively possible after this Agreement has been fully executed and received by the Corporate Human Resources Department and the 7 day revocation period described below has expired without my having revoked my acceptance. However, for purposes of this paragraph, any payments to me made by Charter or a subsidiary at the rate set out above for periods of time after January 28, 2005 but before I sign this Agreement will be credited against the 65 weeks of Separation Pay outlined above, even if those payments are made before I sign this Agreement, or before the 7 day revocation period has expired and the payments are scheduled to commence hereunder. The first Separation Payment may exceed a full pay period, as it will cover the period from my Separation Date (which is defined below) through the date of the first payment. Subsequent payments, if any, will cover full pay periods or a partial pay period to cover the unpaid balance. The period of time from my Separation Date through the date of my last Separation Payment will be called the Severance Period and will start on January 31, 2005 and end on April 28, 2006. The total amount to be paid pursuant to this paragraph, including payments made to me by Charter or a subsidiary before I sign and deliver this Agreement and/or before expiration of the 7 day revocation period for periods of time after January 28, 2005, shall not exceed the gross amount of $562,500.25 in the aggregate. If I wish to continue medical, dental, prescription or vision benefits coverage after my Separation Date, I must elect COBRA coverage and make timely payments in accordance with the terms outlined in the COBRA notice, which the Company will issue to me. I will receive a one-time payment of $10,347.00 (net after deduction of taxes and other required withholdings), which I may use to cover the COBRA payments or for any other purpose. I may keep this payment regardless of whether I elect COBRA coverage. This payment will satisfy Charter's obligations under this paragraph (a) (ii). My flexible spending account will continue during the Severance Period to the extent authorized by the plan and to the extent I am currently a participant. I will be paid a bonus of $15,815.00 pursuant to the 2004 Executive Bonus Plan in which I currently participate. This bonus will be paid at the same time as payments under that plan are paid to participants generally. I understand that any bonus under this plan is subject to the same conditions and requirements as are applicable to other participants in the bonus plan generally and is subject to a variety of financial and budgetary considerations. I will have no eligibility for or right to any additional or other bonus under the 2004 Executive Bonus Plan or for or under any other type of bonus plan or award that the Board may approve in its discretion. Any stock options that I have been granted will continue to vest during the Severance Period. After that, I will have 60 days in which to exercise any vested options. My options will be at the price set out in the option grants issued to me to date. I will not be entitled to the benefit of any repricing, reissue or adjustments of options which occur after this date or apply to any other person and hereby waive any rights I may have to any such repricing, adjustment or reissue. I will be provided outplacement assistance for a period of 9 months from my Separation Date, the details and specifics of which are determined by Charter and provided by an outplacement firm selected by Charter. Charter will make available to Executive, on terms established by Charter, reasonable secretarial services through a Charter employee during regular business hours to assist Executive in the first quarter of 2005 for secretarial services associated with his standard annual fundraising activities as a member of the Board of the Boy Scouts Council of Greater St. Louis, if and to the extent this assistance is not available through the outplacement assistance provided to Executive or otherwise will not be provided through that outplacement firm at no additional cost to Executive or Charter. Any complimentary or discounted broadband services that I would be entitled to as an employee will continue through the end of the Severance Period; however, any services provided by another company through a reciprocal agreement or similar arrangement, may not continue. The Company will not contest any claim for unemployment compensation made by me based upon the fact of my separation from employment by the Company. Whether or not I sign this Agreement, I will receive my wages or other compensation for all time worked through my Separation Date, accrued vacation, and any other accrued leave time which I am entitled to under applicable law, through my Separation Date, and health benefits through the end of the month of my Separation Date. Except as provided in this Agreement, no payment, compensation, leave time, insurance or other benefits, will be furnished or paid to me. I understand that the Company may change payroll dates, schedules, or amounts; insurance carriers or benefit plans or otherwise modify its payroll or benefit plans for its active employees, and those changes will be applied to me as well where applicable. Except as described in this Agreement, as of my Separation Date, I will cease to be eligible to participate under, or covered by, any insurance, health, vision or dental insurance, or self-insured welfare benefit, bonus, incentive compensation, commission, life insurance, disability, retirement, 401K, profit sharing, or other compensation or benefit plans, and have no rights under any of those plans, unless (in the case of an employee insurance or welfare benefit plan, as opposed to any type of incentive, bonus, commission or other compensation plan or policy) the terms of the plan provide for coverage following separation from employment or I exercise any conversion privileges, at my own cost, as may be provided in those plans. No payments for expenses made under my discretionary fund account / arrangement for legal and accounting fees, etc. will be made to me, and I waive any right to submit such claims for benefits and expenses to the extent they have not been paid prior to January 21, 2005. Except for the bonus payment specified in (a) (iii) above, I will not be entitled to or paid, and specifically waive any right to, any bonus or incentive that has not been paid to me to date or that hereafter may become due and payable under the terms of any bonus pan or arrangement, or otherwise. I also understand and agree that whatever stock options I currently have will be determined solely upon the terms of the existing options and at the currently applicable option price. I will not be entitled, and hereby specifically waive any right, to have my options repriced, to any favorable adjustments to the terms of my options, or to any reissuance of shares or the benefits of any reissue of shares, even if Charter reprices any options, reissues any shares, or makes any favorable adjustments for anyone else.

Benefits Payable. In exchange for this Agreement, the Company will provide me with: : (i) Separation Pay of 65 weeks' ’ base pay, calculated at an annual rate of $450,000 625,000 (reduced for all applicable withholding taxes). This Separation Pay will be made in the form of salary continuation payments and will be paid on regular company paydays. Payments will commence the first payday as soon as administratively possible after this Agreement has been fully executed and received by the Corporate Human Resources Department and the 7 day revocation period described below has expired without my having revoked my acceptance. However, for purposes of this paragraph, any payments to me made by Charter or a subsidiary at the rate set out above for periods of time after January 28October 1, 2005 2004 but before I sign this Agreement will be credited against the 65 weeks of Separation Pay outlined above, even if those payments are made before I sign this Agreement, or before the 7 day revocation period has expired and the payments are scheduled to commence hereunder; and no payments made prior to the Separation Date which are applicable to periods of time before the Separation Date will be applied against the 65 weeks, even if this Agreement is fully executed and effective prior to the Separation Date. The first Separation Payment may exceed a full pay period, as it will cover the period from my Separation Date (which is defined below) through the date of the first payment. Subsequent payments, if any, will cover full pay periods or a partial pay period to cover the unpaid balance. The period of time from my Separation Date through the date of my last Separation Payment will be called the Severance Period and will start end on January December 31, 2005 and end on April 28, 20062005. The total amount to be paid pursuant to this paragraph, including payments made to me by Charter or a subsidiary before I sign and deliver this Agreement and/or before expiration of the 7 day revocation period for periods of time after January 28October 1, 20052004, shall not exceed the gross amount of $562,500.25 781,250 in the aggregate. For the avoidance of uncertainty, Charter acknowledges that I have no duty to mitigate, and acknowledges that it has no right of offset if I earn other income during the Severance Period. (ii) If I wish to continue after my Separation Date the same family medical, dental, prescription or vision benefits coverage after my Separation Datewhich I currently am receiving, I must elect COBRA coverage and make timely payments in accordance with the terms outlined in the COBRA notice, which the Company will issue to me. As soon as administratively practicable after the effectiveness of this Agreement, I will receive a one-time payment of $10,347.00 (7097.71 from the Company, net after deduction of income taxes and other required withholdings. I have been advised that this represents the costs for COBRA continuation of my current family medical, dental, prescription and vision benefits for the entire Severance Period at current rates (i.e., at the maximum rate available for coverage under any current plan offered by Charter), which . I may use this payment from the Company to cover the COBRA payments or for any other purpose. I may keep this payment regardless of whether I elect COBRA coverage. This payment will satisfy Charter's ’s obligations under this paragraph (a) (ii). My flexible spending account will continue during the Severance Period to the extent authorized by the plan and to the extent I am currently a participant. I will be paid a bonus of $15,815.00 pursuant to the 2004 Executive Bonus Plan in which I currently participate. This bonus will be paid at the same time as payments under that plan are paid to participants generally. I understand that any bonus under this plan is subject to the same conditions and requirements as are applicable to other participants in the bonus plan generally and is subject to a variety of financial and budgetary considerations. I will have no eligibility for or right to any additional or other bonus under the 2004 Executive Bonus Plan or for or under any other type of bonus plan or award that the Board may approve in its discretion. . (iii) Any stock options that I have been granted will continue to vest and, to the extent vested, be exercisable, during the Severance Period. After that, I will have 60 days in which to exercise any outstanding vested options. My options will be at the price set out in the option grants issued to me to date(including, without limitation, the grant of 500,000 options at an exercise price of $1.575 per share which was made as of December 9, 2002). I will not be entitled to the benefit of any repricing, reissue or adjustments of options which occur after this the date of such option grants or apply to any other person and hereby waive any rights I may have to any such repricing, adjustment or reissuereissue (subject to the terms of spelled out below in this paragraph (a)), although my options will be adjusted in the same manner as all other options in connection with a change in capitalization. Through the date which is sixty (60) days following the end of the Severance Period, I will be entitled to participate in any “cashless” exercise program then in place for Charter executives generally through the brokerage firms then participating in such program. (iv) I will be eligible for the relocation benefits provided for under Charter’s current executive relocation policy with regard to a relocation by me from the Denver, Colorado area to the Atlanta, Georgia area, including, without limitation, home sale assistance. This contemplates and requires that I will commence and complete the relocation process within a reasonable period of time after my Separation Date. I will and am required to act in good faith to make reasonable efforts to minimize the costs of such relocation. And, I understand that temporary housing allowances and benefits would not be applicable to my relocation or reimbursable in this situation, and that I will not be entitled to home purchase assistance in this situation. Charter will review and approve any reimbursement requests in good faith and in accordance with and on the terms of its current executive relocation policy, a copy of which has been provided to my counsel. (v) I will be provided outplacement assistance for a period of 9 six (6) months from my Separation Date, the details and specifics of which are determined by Charter and provided by an outplacement firm selected by Charter. . (vi) Charter has agreed to waive compliance with, and I will make available to Executivenot be subject to, on the terms established by Charterof and covenants set forth in paragraphs 8.1 a-c or 8.1e of that certain Employment Agreement (the “Employment Agreement”) between Charter and me dated as of April 27, reasonable secretarial services through a Charter employee during regular business hours to assist Executive in the first quarter of 2005 for secretarial services associated with his standard annual fundraising activities as a member of the Board of the Boy Scouts Council of Greater St. Louis, if and 2003 (except to the extent this assistance is not available through provided for below). To the outplacement assistance provided extent that Charter’s stock option plan or any other policy of Charter would impose any similar restrictions on me (or in the case of stock options, would allow Charter to Executive or otherwise will not be provided through that outplacement firm at no additional cost to Executive or Charter. Any complimentary or discounted broadband services that I would be entitled to as an employee will continue through the end of the Severance Period; howeverrecapture any gain realized by me), any services provided by another company through a reciprocal agreement or similar arrangement, may not continue. The Company will not contest any claim for unemployment compensation made Charter waives compliance by me based upon (and waives any right to recover gains I may realize in connection with the fact exercise of my separation from employment by the Companyoptions). Whether or not I sign this Agreement, I will receive my wages or other compensation for all time worked through my Separation Date, accrued vacation, and any other accrued leave time which I am entitled to under applicable law, through my Separation Date, and health benefits through the end of the month of my Separation Date. Except as provided in this Agreement, no payment, compensation, leave time, insurance or other benefits, will be furnished or paid to me. I understand that the Company may change payroll dates, schedules, or amounts; insurance carriers or benefit plans or otherwise modify its payroll or benefit plans for its active employees, and those changes will be applied to me as well where applicable. Except as described in this Agreement, as of my Separation Date, I will cease to be eligible to participate under, or covered by, any insurance, health, vision or dental insurance, or self-insured welfare benefit, bonus, incentive compensation, commission, life insurance, disability, retirement, 401K, profit sharing, or other compensation or benefit plans, and have no rights under any of those plans, unless (in the case of an employee insurance or welfare benefit plan, as opposed to any type of incentive, bonus, commission or other compensation plan or policy) the terms of the plan provide for coverage following separation from employment or I exercise any conversion privileges, at my own cost, as may be provided in those plans. No payments for expenses made under my discretionary fund account / arrangement for legal and accounting fees, etc. will be made to me, and I waive any right to submit such claims for benefits and expenses to the extent they have not been paid prior to January 21August 1, 20052004. Except for the bonus payment specified in (a) (iii) above, I will not be entitled to or paid, and specifically waive any right to, any bonus or incentive that has not been paid to me to date or that hereafter may become due and payable under the terms of any bonus pan or arrangement, or otherwise. I also understand and agree that whatever stock options I currently have will be determined solely upon the terms of the existing options and at the currently applicable original option price. I will not be entitled, and hereby specifically waive any right, to have my options repriced, to any favorable adjustments to the terms of my options, or to any reissuance of shares or the benefits of any reissue of shares, even if Charter reprices any options, reissues any shares, or makes any favorable adjustments for anyone else.

Benefits Payable. (a) In exchange for this accordance with the Separation Agreement, the Company will provide me with: Separation Pay of 65 weeks' base pay, calculated at an annual rate of $450,000 (reduced for all applicable withholding taxes). This Separation Pay will a payment shall be made in to the form of salary continuation payments Employee. The parties hereto recognize and will be paid on regular company paydays. Payments will commence the first payday as soon as administratively possible after this Agreement has been fully executed and received by the Corporate Human Resources Department agree that such payment, and the 7 day revocation period described below has expired without my having revoked my acceptance. However, for purposes of this paragraph, any payments to me made by Charter or a subsidiary at the rate set out above for periods of time after January 28, 2005 but before I sign this Agreement will be credited against the 65 weeks of Separation Pay outlined above, even if those payments are made before I sign this Agreement, or before the 7 day revocation period has expired and the payments are scheduled to commence hereunder. The first Separation Payment may exceed a full pay period, as it will cover the period from my Separation Date (which is defined below) through the date of the first payment. Subsequent payments, if any, will cover full pay periods or a partial pay period to cover the unpaid balance. The period of time from my Separation Date through the date of my last Separation Payment will to which such payment is or may be called the Severance Period and will start on January 31, 2005 and end on April 28, 2006. The total amount deemed to be paid pursuant to this paragraph, including payments made to me by Charter or a subsidiary before I sign and deliver this Agreement and/or before expiration of the 7 day revocation period for periods of time after January 28, 2005relate, shall not exceed the gross amount of $562,500.25 be taken into account in the aggregate. If I wish to continue medicalcalculating Employee's average final compensation, dentalbenefit service, prescription or vision benefits coverage after my Separation Datebenefits, I must elect COBRA coverage and make timely payments in accordance with the terms outlined in the COBRA notice, which the Company will issue to me. I will receive a one-time payment of $10,347.00 (net after deduction of taxes and other required withholdings), which I may use to cover the COBRA payments or for any other purpose. I may keep this payment regardless of whether I elect COBRA coverage. This payment will satisfy Charter's obligations reason under the Pension Plan. (b) Benefits under this paragraph (a) (ii). My flexible spending account will continue during the Severance Period Agreement shall commence to the extent authorized by the plan and to the extent I am currently a participant. I will be paid a bonus of $15,815.00 pursuant to the 2004 Executive Bonus Plan in which I currently participate. This bonus will be paid Employee at the same time as payments benefits become payable to the Employee under that plan are paid the Pension Plan. For example, an election to participants generallytake early retirement under the Pension Plan shall be applicable here as well. I understand that any bonus Benefits under this plan is subject Agreement shall also be payable to the same conditions and requirements as are applicable to other participants Employee in the bonus plan generally and is subject same form as the Employee elects to a variety of financial and budgetary considerations. I will have no eligibility for or right to any additional or other bonus receive benefits under the 2004 Executive Bonus Pension Plan. If the Participant elects a form of benefit payment that provides for a beneficiary or contingent annuitant, the designation of a beneficiary or contingent annuitant under the Pension Plan and the proportionate reduction in benefits shall control for purposes of this Agreement as well. In no event, however, shall benefits be payable if the Employee commences receipt of benefits under the Pension Plan on or for or under any other type before February 23, 2006. (c) The monthly benefit payable pursuant to this Agreement shall be determined as the difference between (1) and (2), where (1) equals the amount of bonus plan or award that the Board may approve in its discretion. Any stock options that I monthly benefit which would have been granted will continue payable to vest during Employee under the Severance PeriodPension Plan if he had continued to work for the Employer and receive bi-weekly payments of $3,529.88 beginning with the first pay date in January 2002 and ending with the last pay date on or prior to February 23, 2006; and (2) equals the amount of monthly benefit actually payable under the Pension Plan. After thatIn determining the amount of monthly benefit described in item (1) above, I will have 60 days in which however, any changes made under the Pension Plan made after the date of this Agreement shall not be taken into account; benefits shall be computed as if such changes were not made. (d) In the event that Employee dies after February 23, 2006 and prior to exercise commencing receipt of benefits under the Pension Plan, and if any vested optionssurviving spouse benefits are payable under the Pension Plan to Employee's surviving spouse, then monthly benefits shall also be payable to Employee's surviving spouse under this Agreement. My options will The monthly benefit payable pursuant to this Agreement shall be payable at the price set out same time benefits are payable to the surviving spouse under the Pension Plan, and shall be determined as the difference between (1) and (2), where (1) equals the amount of the monthly benefit which would have been payable to the surviving spouse under the Pension Plan if Employee had continued to work for the Employer and receive bi-weekly payments of $3,529.88 beginning with the first pay date in January 2002 and ending with the option grants issued last pay date on or prior to me to dateFebruary 23, 2006; and (2) equals the amount of monthly benefit actually payable under the Pension Plan. I will In determining the amount of monthly benefit described in item (1) above, however, any changes made under the Pension Plan made after the date of this Agreement shall not be entitled to the benefit of any repricing, reissue or adjustments of options which occur after this date or apply to any other person and hereby waive any rights I may have to any taken into account; benefits shall be computed as if such repricing, adjustment or reissuechanges were not made. I No benefits will be provided outplacement assistance hereunder if Employee dies on or before February 23, 2006. (e) In no event shall any benefits be payable under this Agreement unless such payment is expressly provided for a period of 9 months from my Separation Date, the details and specifics of which are determined by Charter and provided by an outplacement firm selected by Charter. Charter will make available to Executive, on terms established by Charter, reasonable secretarial services through a Charter employee during regular business hours to assist Executive in the first quarter of 2005 for secretarial services associated with his standard annual fundraising activities as a member of the Board of the Boy Scouts Council of Greater St. Louis, if and to the extent this assistance is not available through the outplacement assistance provided to Executive or otherwise will not be provided through that outplacement firm at no additional cost to Executive or Charter. Any complimentary or discounted broadband services that I would be entitled to as an employee will continue through the end of the Severance Period; however, any services provided by another company through a reciprocal agreement or similar arrangement, may not continue. The Company will not contest any claim for unemployment compensation made by me based upon the fact of my separation from employment by the Company. Whether or not I sign this Agreement, I will receive my wages or other compensation for all time worked through my Separation Date, accrued vacation, and any other accrued leave time which I am entitled to under applicable law, through my Separation Date, and health benefits through the end of the month of my Separation Date. Except as provided in this Agreement, no payment, compensation, leave time, insurance or other benefits, will be furnished or paid to me. I understand that the Company may change payroll dates, schedules, or amounts; insurance carriers or benefit plans or otherwise modify its payroll or benefit plans for its active employees, and those changes will be applied to me as well where applicable. Except as described in this Agreement, as of my Separation Date, I will cease to be eligible to participate under, or covered by, any insurance, health, vision or dental insurance, or self-insured welfare benefit, bonus, incentive compensation, commission, life insurance, disability, retirement, 401K, profit sharing, or other compensation or benefit plans, and have no rights under any of those plans, unless (in the case of an employee insurance or welfare benefit plan, as opposed to any type of incentive, bonus, commission or other compensation plan or policy) the terms of the plan provide for coverage following separation from employment or I exercise any conversion privileges, at my own cost, as may be provided in those plans. No payments for expenses made under my discretionary fund account / arrangement for legal and accounting fees, etc. will be made to me, and I waive any right to submit such claims for benefits and expenses to the extent they have not been paid prior to January 21, 2005. Except for the bonus payment specified in (a) (iii) above, I will not be entitled to or paid, and specifically waive any right to, any bonus or incentive that has not been paid to me to date or that hereafter may become due and payable under the terms of any bonus pan or arrangement, or otherwise. I also understand and agree that whatever stock options I currently have will be determined solely upon the terms of the existing options and at the currently applicable option price. I will not be entitled, and hereby specifically waive any right, to have my options repriced, to any favorable adjustments to the terms of my options, or to any reissuance of shares or the benefits of any reissue of shares, even if Charter reprices any options, reissues any shares, or makes any favorable adjustments for anyone elsethis Agreement.

Benefits Payable. In exchange for this Agreement, the Company will provide me with: Separation Pay of 65 weeks' base pay, calculated regular pay at an annual rate of $450,000 5,769.24 per week (reduced for all applicable withholding taxes). This Separation Pay will be made in the form of salary continuation payments and will be paid on regular company paydays. Payments will commence the first payday as soon as administratively possible after this Agreement has been fully executed and received by the Corporate Human Resources Department and the 7 day revocation period described below has expired without my having revoked my acceptance. However, for purposes of this paragraph, any payments to me made by Charter or a subsidiary at the rate set out above for periods of time after January 28, 2005 but before I sign this Agreement will be credited against the 65 weeks of Separation Pay outlined above, even if those payments are made before I sign this Agreement, or before the 7 day revocation period has expired and the payments are scheduled to commence hereunderexpired. The first Separation Payment may exceed a full pay period, as it will cover the period from my Separation Date (which is defined below) through the date of the first payment. Subsequent payments, if any, will cover full pay periods or a partial pay period to cover the unpaid balance. The period of time from my Separation Date through the date of my last Separation Payment will be called the Severance Period and will start on January 31, 2005 and end on April 28July 30, 2006. The total amount to Any health benefits (medical, dental, vision, prescription, health care flexible spending account) that I received while employed will be paid pursuant to this paragraphcontinued through April 30, including payments made to me by Charter or a subsidiary before I sign 2005 which is the "Benefits Period." If the Benefits Period is earlier than the end of my Severance Period and deliver this Agreement and/or before expiration of the 7 day revocation period for periods of time after January 28, 2005, shall not exceed the gross amount of $562,500.25 in the aggregate. If I wish to continue medical, dental, prescription prescription, vision, or vision flexible spending account benefits coverage after my Separation Datethe Benefits Period, I must elect COBRA coverage and make timely payments in accordance with the terms outlined in the COBRA notice, which the Company will issue to me. I will receive a one-time payment of $10,347.00 (net after deduction of taxes and other required withholdings), which I may use to cover the COBRA payments or for any other purpose. purpose I may keep this payment regardless of whether I elect COBRA coverage. This payment will satisfy Charter's obligations under this paragraph (a) (ii). My flexible spending account will continue during the Severance Period to the extent authorized by the plan and to the extent I am currently a participant. I will be paid a bonus of $15,815.00 pursuant to the 2004 Executive Bonus Plan in which I currently participate. This bonus will be paid at the same time as payments under that plan are paid to participants generally. I understand that any bonus under this plan is subject to the same conditions and requirements as are applicable to other participants in the bonus plan generally and is subject to a variety of financial and budgetary considerations. I will have no eligibility for or right to any additional or other bonus under the 2004 Executive Bonus Plan or for or under any other type of bonus plan or award that the Board may approve in its discretion. Any stock options that I have been granted will continue to vest during the Severance Period. After that, I will have 60 days in which to exercise any vested options. My options will be at the price set out in the option grants issued to me to date. I will not be entitled to the benefit of any repricing, reissue or adjustments of options which occur after this date or apply to any other person and hereby waive any rights I may have to any such repricing, adjustment or reissue. I will be provided outplacement assistance for a period of 9 months from my Separation Date, the details and specifics of which are determined by Charter and provided by an outplacement firm selected by Charter. Charter will make available to Executive, on terms established by Charter, reasonable secretarial services through a Charter employee during regular business hours to assist Executive in the first quarter of 2005 for secretarial services associated with his standard annual fundraising activities as a member of the Board of the Boy Scouts Council of Greater St. Louis, if and to the extent this assistance is not available through the outplacement assistance provided to Executive or otherwise will not be provided through that outplacement firm at no additional cost to Executive or Charter. Any complimentary or discounted broadband services that I would be entitled to as an employee will continue through the end of the Severance Period; however, any services provided by another company through a reciprocal agreement or similar arrangement, may not continue. The Company will not contest any claim for unemployment compensation made by me based upon the fact of my separation from employment by the Company. I will be provided outplacement assistance for a period of 9 months. The details of the assistance I will receive will be determined by the Company, and information will be provided by the outplacement firm. Whether or not I sign this Agreement, I will receive my wages or other compensation for all time worked through my Separation Date, accrued vacation, and any other accrued leave time which I am entitled to under applicable law, through my Separation Date, and health benefits through the end of the month of my Separation Date. Except as provided in this Agreement, no payment, compensation, leave time, insurance or other benefits, will be furnished or paid to me, other than vested benefits pursuant to the Charter savings plans. I understand that the Company may change payroll dates, schedules, or amounts; insurance carriers or benefit plans or otherwise modify its payroll or benefit plans for its active employees, and that to the extent I am entitled to any such coverage or benefit after my Separation Date, those changes will be applied to me as well where applicablewell. Except as described in this Agreement, as of my Separation Date, I will cease to be eligible to participate under, or covered by, any insurance, health, vision or dental insurance, insurance or self-insured welfare benefit, bonus, incentive compensation, commission, life insurance, disability, retirement, 401K, profit sharing, or other compensation or benefit plans, and have no rights under any of those plans, unless (in the case of an employee insurance or welfare benefit plan, as opposed to any type of incentive, bonus, commission or other compensation plan or policy) the terms of the plan provide for coverage following separation from employment or I exercise any conversion privileges, at my own cost, as may be provided in those plans. No payments for expenses made under my discretionary fund account / arrangement for legal , or unless and accounting fees, etc. will be made to me, and I waive any right to submit such claims for benefits and expenses to the extent they have not been paid prior to January 21, 2005. Except for the bonus payment specified in (a) (iii) above, I will not be am entitled to or paid, and specifically waive payment of benefits as a participant with vested benefits under any right to, any bonus or incentive that has not been paid to me to date or that hereafter may become due and payable under the terms of any bonus pan or arrangement, or otherwise. I also understand and agree that whatever stock options I currently have will be determined solely upon the terms of the existing options and at the currently applicable option price. I will not be entitled, and hereby specifically waive any right, to have my options repriced, to any favorable adjustments to the terms of my options, or to any reissuance of shares or the benefits of any reissue of shares, even if Charter reprices any options, reissues any shares, or makes any favorable adjustments for anyone elsesuch plans.