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



Effective October 19, 2021, Charter Communications, Inc. ("Charter") appointed
John Bickham to the position of Vice Chairman, Chris Winfrey as Chief Operating
Officer, and Jessica Fischer as Chief Financial Officer, and expanded the
responsibilities of Rich DiGeronimo, Charter's Chief Product and Technology
Officer, to include Network Operations. Mr. Winfrey also entered into an amended
and restated employment agreement (the "Amended Agreement") with a term ending
October 19, 2024. Under the Amended Agreement, commencing October 19, 2021, Mr.
Winfrey will receive an annual base salary of at least $1,250,000, a target
annual cash bonus opportunity of 160% of his annual base salary and will
continue to participate in Charter's employee benefit plans and receive
perquisites as generally provided to other senior executives of Charter.
Consistent with Mr. Winfrey's prior employment agreement, Charter will continue
to reimburse Mr. Winfrey for all reasonable and necessary expenses incurred in
connection with the performance of his duties, and Mr. Winfrey is entitled to
use Company aircraft for up to 40 hours of discretionary personal use per
calendar year (without carryover).

The Amended Agreement provides that, if Mr. Winfrey's employment is terminated
involuntarily by Charter without cause or by Mr. Winfrey for good reason, Mr.
Winfrey 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)
executive-level outplacement services for up to 12 months following the date of
termination. In the event of the termination of Mr. Winfrey's employment due to
death or disability, he would be eligible for a prorated annual bonus for the
year of termination, determined based on actual performance.

The termination benefits described above are generally subject to Mr. Winfrey's
execution of a release of claims in favor of Charter and its affiliates. In
addition, Mr. Winfrey has agreed to comply with covenants concerning
nondisclosure of confidential information, assignment of intellectual property
and non-disparagement of Charter and, for two year following termination, a
covenant concerning noncompetition as well as for one year following termination
a covenant concerning non-solicitation of customers and employees of Charter and
its affiliates.

Ms. Fischer will continue her employment under the terms of her employment
agreement (the "Employment Agreement") entered into as of February 5, 2021. The
Employment Agreement has an initial term of two years, which is subject to
renewal thereafter for one-year periods at Charter's discretion. In
consideration for Ms. Fischer's services and in connection with her promotion to
Chief Financial Officer, the Employment Agreement provides for an annual base
salary of $700,000, a target annual bonus opportunity of 150% of annual base
salary and participation in employee benefit plans generally on the same terms
as our other senior executives.

If the employment of Ms. Fischer is terminated involuntarily by Charter without
cause or by her for good reason, she would be entitled to (a) a cash severance
payment equal to the product of 2.0 multiplied by the sum of her annual base
salary and target annual bonus opportunity for the year in which the termination
occurs, (b) a cash payment equal to the cost of COBRA coverage for 24 months
following termination and (c) up to 12 months of executive-level outplacement
services.

The foregoing severance benefits generally are subject to Ms. Fischer's execution of a release of claims in favor of Charter and its affiliates. In addition, Ms. Fischer has agreed to comply with noncompetition and customer non-solicitation covenants for two years following termination, a non-solicitation of employees covenant for one year following termination, a perpetual confidentiality covenant and a perpetual non-disparagement covenant.



The foregoing summary of the Amended Agreement and the Employment Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text thereof, which are filed herewith as Exhibits 10.1 and 10.2,
respectively, and incorporated by reference herein in their 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 Chris     Winfrey, dated October 19,

2021


10.2                         Employment Agreement between Charter

Communications, Inc. and Jessica


                           Fischer, dated as of February 5, 2021
99.1                         Press Release, dated October 19, 2021
104                        The cover page from this Current Report on Form 8-K, formatted in Inline
                           XBRL

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