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

Performance-Vesting Equity Grants



The Board of Directors (the "Board") and the Compensation and Benefits Committee
of the Board (the "Compensation Committee") of Charter Communications, Inc. (the
"Company") approved a new 2023 Performance-Based Equity Program (the "2023
Program") for certain employees of the Company, including certain named
executive officers, effective February 22, 2023. The 2023 Program provides for
the grant of five-year performance-vesting stock options to purchase shares of
the Company's Class A common stock (the "Performance-Vesting Options") and
five-year performance-vesting restricted stock units ("Performance-Vesting
RSUs") under the Company's 2019 Stock Incentive Plan, as amended January 28,
2020 and as it may be further amended from time to time.

Participants in the 2023 Program include Christopher L. Winfrey, Richard J.
DiGeronimo and Jessica Fischer, as well as certain other Executive Vice
Presidents who elected to participate in the 2023 Program, including the
Company's Executive Vice President, Chief Commercial Officer, Adam Ray. Under
the 2023 Program, participants received an award with a value equivalent to five
times their annual equity grant value less the value of their award in January
2023. Accordingly, Mr. Winfrey received an award valued at approximately $68
million, Mr. DiGeronimo received an award valued at approximately $40 million
and Ms. Fischer received an award valued at approximately $22 million. These
awards were granted on February 22, 2023 (the "Grant Date"), with 90% of the
units in each grant in the form of Performance-Vesting Options and 10% in the
form of Performance-Vesting RSUs, which are subject to the following vesting
conditions:

                                        Approximate % of Performance-Vesting Options

Approximate % of Performance-Vesting RSUs Price Hurdle Vesting Eligible to Vest on or after Eligible to Vest on or Eligible to Vest on or Eligible to Vest on or after Eligible to Vest on or Eligible to Vest on or

Requirement 3rd Anniversary of the Grant after 4th Anniversary of after 5th Anniversary of 3rd Anniversary of the Grant after 4th Anniversary of after 5th Anniversary of


                                   Date                   the Grant Date           the Grant Date                   Date                   the Grant

Date           the Grant Date
$507 or $564*                                 6.7  %                   6.7  %                   6.7  %                           -  %                     -  %                     -  %
$639                                          6.7  %                   6.7  %                   6.7  %                           -  %                     -  %                     -  %
$798                                          6.7  %                   6.7  %                   6.7  %                        11.1  %                  11.1  %                  11.1  %
$870                                          6.7  %                   6.7  %                   6.7  %                        11.1  %                  11.1  %                  11.1  %
$988                                          3.3  %                   3.3  %                   3.3  %                         5.6  %                   5.6  %                   5.6  %
$1,000                                        3.3  %                   3.3  %                   3.3  %                         5.6  %                   5.6  %                   5.6  %


Percentages may not sum to 100% due to rounding.
*As further described below, the applicable price hurdle vesting requirement is
$507 for Mr. DiGeronimo and Ms. Fischer and $564 for Mr. Winfrey as to this
tranche of Performance-Vesting Options.

Performance-Vesting Options. The grants of Performance-Vesting Options to each of Mr. Winfrey, Mr. DiGeronimo and Ms. Fischer were made pursuant to a Performance-Based Stock Option Agreement with the time and price vesting provisions described below, generally subject to the optionee's continued employment with the Company on each vesting date.



(i) Tranche I Performance Options: As to one-fifth of the total grant of
Performance-Vesting Options (the "Tranche I Performance Options"), one-third of
the Tranche I Performance Options will be first eligible to vest and become
exercisable on each of the third, fourth and fifth anniversaries of the Grant
Date (such options which have become so eligible, "Eligible Options," and
options which have not become so eligible, "Non-Eligible Options"). Tranche I
Performance Options will vest and become exercisable if and when the Tranche I
Measurement Standard (as defined below) is satisfied on or following the
anniversary of the Grant Date on which such Tranche I Performance Options first
become Eligible Options, but not later than the sixth anniversary of the Grant
Date (the "Vesting Eligibility Expiration Date").

(ii) Tranche II Performance Options: As to one-fifth of the total grant of
Performance-Vesting Options (the "Tranche II Performance Options"), one-third of
the Tranche II Performance Options will first become Eligible Options on each of
the third, fourth and fifth anniversaries of the Grant Date. Tranche II
Performance Options will vest and become exercisable if and when the Tranche II
Measurement Standard (as defined below) is satisfied on or following the
anniversary of the Grant Date on which such Tranche II Performance Options first
become Eligible Options, but not later than the Vesting Eligibility Expiration
Date.

(iii) Tranche III Performance Options: As to one-fifth of the total grant of
Performance-Vesting Options (the "Tranche III Performance Options"), one-third
of the Tranche III Performance Options will first become Eligible Options on
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each of the third, fourth and fifth anniversaries of the Grant Date. The Tranche
III Performance Options will vest and become exercisable if and when the Tranche
III Measurement Standard (as defined below) is satisfied on or following the
anniversary of the Grant Date on which such Tranche III Performance Options
first become Eligible Options, but not later than the Vesting Eligibility
Expiration Date.

(iv) Tranche IV Performance Options: As to one-fifth of the total grant of
Performance-Vesting Options (the "Tranche IV Performance Options"), one-third of
the Tranche IV Performance Options will first become Eligible Options on each of
the third, fourth and fifth anniversaries of the Grant Date. The Tranche IV
Performance Options will vest and become exercisable if and when the Tranche IV
Measurement Standard (as defined below) is satisfied on or following the
anniversary of the Grant Date on which such Tranche IV Performance Options first
become Eligible Options, but not later than the Vesting Eligibility Expiration
Date.

(v) Tranche V Performance Options: As to one-tenth of the total grant of
Performance-Vesting Options (the "Tranche V Performance Options"), one-third of
the Tranche V Performance Options will first become Eligible Options on each of
the third, fourth and fifth anniversaries of the Grant Date. The Tranche V
Performance Options will vest and become exercisable if and when the Tranche V
Measurement Standard (as defined below) is satisfied on or following the
anniversary of the Grant Date on which such Tranche V Performance Options first
become Eligible Options, but not later than the Vesting Eligibility Expiration
Date.

(vi) Tranche VI Performance Options: As to one-tenth of the total grant of
Performance-Vesting Options (the "Tranche VI Performance Options"), one-third of
the Tranche VI Performance Options will first become Eligible Options on each of
third, fourth and fifth anniversaries of the Grant Date. The Tranche VI
Performance Options will vest and become exercisable if and when the Tranche VI
Measurement Standard (as defined below) is satisfied on or following the
anniversary of the Grant Date on which such Tranche VI Performance Options first
become Eligible Options, but not later than the Vesting Eligibility Expiration
Date.

With respect to the Performance-Vesting Options, the "Tranche I Measurement
Standard," "Tranche II Measurement Standard," "Tranche III Measurement
Standard," "Tranche IV Measurement Standard," "Tranche V Measurement Standard"
and "Tranche VI Measurement Standard" (each, a "Measurement Standard") mean
achievement of an average of the per-share closing price of a share of the
Company's Class A common stock as reported on the principal exchange on which
the shares are listed for trading for any 60 consecutive trading days commencing
on or after the 60th trading day prior to the applicable anniversary of the
Grant Date on which the options become Eligible Options, and ending not later
than the Vesting Eligibility Expiration Date, of (A) $507 (for Mr. DiGeronimo
and Ms. Fischer) or $564 (for Mr. Winfrey) as to the Tranche I Performance
Options, (B) $639 as to the Tranche II Performance Options, (C) $798 as to the
Tranche III Performance Options, (D) $870 as to the Tranche IV Performance
Options, (E) $988 as to the Tranche V Performance Options, and (F) $1,000 as to
the Tranche VI Performance Options. For Mr. Winfrey, who participated in the
similar performance-based program in 2016, the Tranche I Measurement Standard of
$564 is equivalent to the highest stock price hurdle under the 2016 awards.

All the Performance-Vesting Options have a 10-year term to exercise. The exercise price for the Performance-Vesting Options is $380.53, which is the average of the high and low price of the Company's Class A common stock on NASDAQ on the Grant Date.



Performance-Vesting RSUs. The grants of Performance-Vesting RSUs to each of Mr.
Winfrey, Mr. DiGeronimo and Ms. Fischer were made pursuant to a
Performance-Based RSU Agreement pursuant to which the grantee may receive one
share of the Company's Class A common stock for each Performance-Vesting RSU
upon vesting with the time and price vesting provisions described below,
generally subject to the grantee's continued employment with the Company on each
vesting date.

(i) Tranche I Performance RSUs: As to one-third of the total RSUs (the "Tranche
I Performance RSUs"), one-third of the Tranche I Performance RSUs will be first
eligible to vest on each of the third, fourth and fifth anniversaries of the
Grant Date (such RSUs which have become so eligible, "Eligible RSUs," and RSUs
which have not become so eligible, "Non-Eligible RSUs")). Tranche I Performance
RSUs will vest if and when the Tranche I RSU Measurement Standard (as defined
below) is satisfied on or following the anniversary of the Grant Date on which
such Tranche I Performance RSUs first become Eligible RSUs, but not later than
the Vesting Eligibility Expiration Date.

(ii) Tranche II Performance RSUs: As to one-third of the total RSUs (the
"Tranche II Performance RSUs"), one-third of the Tranche II Performance RSUs
will first become Eligible RSUs on each of the third, fourth and fifth
anniversaries of the Grant Date. The Tranche II Performance RSUs will vest if
and when the Tranche II RSU Measurement Standard (as defined below) is satisfied
on or following the anniversary of the Grant Date on which such Tranche II
Performance RSUs first become Eligible RSUs, but not later than the Vesting
Eligibility Expiration Date.
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(iii) Tranche III Performance RSUs: As to one-sixth of the total RSUs (the
"Tranche III Performance RSUs"), one-third of the Tranche III Performance RSUs
will first become Eligible RSUs on each of the third, fourth and fifth
anniversaries of the Grant Date. The Tranche III Performance RSUs will vest if
and when the Tranche III RSU Measurement Standard (as defined below) is
satisfied on or following the anniversary of the Grant Date on which such
Tranche III Performance RSUs first become Eligible RSUs, but not later than the
Vesting Eligibility Expiration Date.

(iv) Tranche IV Performance RSUs: As to one-sixth of the total RSUs (the
"Tranche IV Performance RSUs"), one-third of the Tranche IV Performance RSUs
will first become Eligible RSUs on each of the third, fourth and fifth
anniversaries of the Grant Date. The Tranche IV Performance RSUs will vest if
and when the Tranche IV RSU Measurement Standard (as defined below) is satisfied
on or following the anniversary of the Grant Date on which such Tranche IV
Performance RSUs first become Eligible RSUs, but not later than the Vesting
Eligibility Expiration Date.

With respect to the Performance-Vesting RSUs, the "Tranche I RSU Measurement
Standard," "Tranche II RSU Measurement Standard," "Tranche III RSU Measurement
Standard" and "Tranche IV RSU Measurement Standard" (each, a "RSU Measurement
Standard") mean achievement of an average of the per-share closing price of a
Share as reported on the principal exchange on which the Shares are listed for
trading for any 60 consecutive trading days commencing on or after the 60th
trading day prior to the applicable anniversary of the Grant Date on which the
RSUs first become Eligible RSUs, and ending not later than the Vesting
Eligibility Expiration Date, of (A) $798 as to the Tranche I Performance RSUs,
(B) $870 as to the Tranche II Performance RSUs, (C) $988 as to the Tranche III
Performance RSUs and (D) $1,000 as to the Tranche IV Performance RSUs. Any RSUs
that remain unvested on the Vesting Eligibility Expiration Date will be
forfeited and cancelled for no consideration.

Treatment upon a Change in Control. Upon a change in control, the applicable
Measurement Standard as to each unvested option or RSU will be deemed satisfied
if attained in connection with such change in control based solely on the
highest price per share paid, or the value attributable to each share, in such
change in control. Unvested options or RSUs as to which the applicable
Measurement Standard is deemed attained in accordance with the change in control
are referred to as "CIC Eligible Awards," and any CIC Eligible Awards which were
Eligible Options or Eligible RSUs at the time of the applicable change in
control will vest (and, in the case of options, become exercisable) immediately
prior to the change in control. If, following the change in control, the
Performance-Vesting Options and Performance-Vesting RSUs continue to relate to
. . .

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.



Exhibit Number            Description

10.1                        Form of Performance-Vesting Stock Option Agreement    .
10.2                        Form of Performance-Vesting Restricted Stock Unit Agreement    .
10.3                        Amendment to Amended and Restated Employment

Agreement dated as of February 22,


                          2023 by and between Charter Communications Inc. and Christopher L. Winfrey.
10.4                        Amendment to Employment Agreement dated as of

February 22, 2023 by and between

Charter Communications Inc. and Richard J.

DiGeronimo.


104                       The cover page from this Current Report on Form

8-K, formatted in Inline XBRL


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