This excerpt taken from the CHTR 8-K filed Sep 30, 2008.
Performance Bonus. Executive shall be paid an annual cash performance bonus (an “Annual Bonus”) in respect of each calendar year that ends during the Term, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be established by the Compensation Committee of the Board (the “Compensation Committee”) no later than 90 days after the commencement of such calendar year. Beginning with calendar year 2008, Executive’s Annual Bonus for a calendar year shall equal 200% of his actual Salary earned for that year (the “Target Bonus”) if target levels of performance for that year (as established by the Compensation Committee when the performance criteria for that year are established) are achieved, with greater or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Compensation Committee for that year when it established the targets and performance criteria for that year). For the avoidance of doubt, Executive’s Target Bonus for 2008 shall be $2,700,000. For 2008, Executive’s maximum Annual Bonus shall be no greater than 125% of his Target Bonus for the year. Executive’s maximum Annual Bonus for 2009 and 2010 shall be determined by the Compensation Committee, but in no event shall such
maximum be greater than 200% of Executive’s Target Bonus for the year or less than 125% of Executive’s Target Bonus for the year. Performance criteria shall not include the Company’s stock trading price, and may include revenue, ARPU, RGU, OCF, new product growth, operational improvements, and/or such other metrics as the Compensation Committee shall determine. Executive’s Annual Bonus for a calendar year shall be determined by the Compensation Committee after the end of the calendar year and shall be paid to Executive when annual bonuses for that year are paid to other senior executives of the Company generally, but in no event later than March 15 of the following calendar year. In carrying out its functions under this Section 2.2 and under Section 2.5(b), the Compensation Committee shall at all times act reasonably and in good faith, and shall consult with Executive to the extent appropriate.