Tom Rutledge Employment Agreement

Charter is the largest pay-TV company in the Los Angeles area with its Spectrum service in more than 1.8 million subscriber homes. Last year, the company acquired the much larger Warner Cable time and smaller Bright House Networks. Rutledge signed a new five-year contract in May after the mammoth merger was finalized. Disney pays $3.8 million in salary supplements in agreement with the Ministry of Labour In the event that he is unintentionally terminated for no reason, Rutledge would receive a severance pay equal to 2.5 times his annual base salary and bonus, an annual pro-rata bonus for that year, a cash payment equal to the cost of COBRA coverage for 30 months and the additional transfer of the duration of the stock options agreement. Under the agreement between Charter and Advance/Newhouse, Charter and Advance/Newhouse will form the partnership that will use an existing subsidiary of Charter Communications Holding Company, LLC, a subsidiary of Charter. The new charter, which will include Time Warner Cable, will essentially bring all assets to the partnership, and Advance/Newhouse will bring all of Bright House`s assets to the partnership. In return for its contribution, Advance/Newhouse receives $5.9 billion in interchangeable common partnership units and $2.5 billion in eligible convertible partnership units, which pay a 6% coupon. Common and convertible eligible partnership units may be exchanged to new Class A common shares, with 34.3 million base units being offered at a price of $173.00 (the “reference price”) per share, as previously announced. The 10.3 million preferred partnership units will be convertible to $242.19, a 40% premium at the reference price.

Advance/Newhouse will also receive $2 billion in cash and governance rights that reflect its economic ownership of the partnership through a new class of shares at New Charter. Rutledge, who joined Charter in 2012, led the company in 2016 by buying Time Warner Cable and made the cable operator one of the industry`s leading gaming distribution companies.