exv10w1






Exhibit 10.1




          EMPLOYMENT AGREEMENT made this 31st day of July, 2009 and effective as of August 3, 2009 (the
“Effective Date”), between TIME WARNER CABLE INC., a Delaware corporation (the “Company”), and
GLENN A. BRITT (“you” and “your”) (together, the “Parties”).




          You are currently employed by the Company pursuant to an Employment Agreement, including Annex
A, between you and the Company, dated August 1, 2006, as amended by the First Amendment to
Employment Agreement made as of January 1, 2008 (the “Prior Agreement”). The Company wishes to
amend and restate the terms of your employment with the Company and to secure your services on a
full-time basis for the period to and including December 31, 2012 (the “Term Date”) on the terms
and conditions set forth in this Agreement, and you are willing to provide such services on and
subject to the terms and conditions set forth in this Agreement. You and the Company therefore
agree as follows:




          1. Term of Employment. Your “term of employment” as this phrase is used throughout
this Agreement, shall be for the period beginning on the Effective Date and ending on the Term
Date, subject, however, to earlier termination as set forth in this Agreement.




          2. Employment.




               2.1 General. During the term of employment, you shall serve as Chairman, Chief
Executive Officer and President of the Company and you shall have the authority, functions, duties,
powers and responsibilities normally associated with such position at the Company and such
additional authority, functions, duties, powers and responsibilities as may be assigned to you from
time to time by the Board of Directors of the Company (the “Board”) consistent with your positions
with the Company. During the term of employment, your services shall be rendered on a
substantially full-time, exclusive basis and you will apply on a substantially full-time basis all
of your skill and experience to the performance of your duties. The foregoing shall not prevent
you from devoting such time to your personal affairs as shall not interfere with the performance of
your duties hereunder.



 









 





               2.2 Reporting. You shall report only to the Board.



               2.3 Other Employment and Activities. You shall have no other employment and, without
the prior written consent of the Board, no outside business activities which require the devotion
of substantial amounts of your time.



               2.4 Place of Performance. The place for the performance of your services shall be the
principal executive offices of the Company in the New York City metropolitan area, subject to such
reasonable travel as may be required in the performance of your duties.



          3. Compensation.




               3.1 Base Salary. The Company shall pay you a base salary at the rate of not less
than $1,000,000 per annum for the 2009 calendar year and not less than $1,250,000 per annum
beginning January 1, 2010 through your remaining term of employment (“Base Salary”). The Company
may increase, but not decrease, your Base Salary during the term of employment. Base Salary shall
be paid in accordance with the Company’s customary payroll practices.



               3.2 Bonus. You are eligible for an annual cash bonus (“Bonus”) pursuant to the terms
of the Time Warner Cable Inc. 2007 Annual Bonus Plan or any replacement plan (the “Bonus Plan”).
Although your Bonus is fully discretionary, your target annual Bonus (“Target Bonus”) is 500% of
Base Salary (i.e., a Target Bonus at $5,000,000 for calendar year 2009, assuming no Base Salary
increase, and $6,250,000 for calendar year 2010 and thereafter, assuming no Base Salary increase),
but the Parties acknowledge that your actual Bonus will vary depending on the actual performance of
you and the Company, from a minimum of $0 and up to a maximum Bonus equal to 150% of target (i.e.,
a maximum bonus at $7,500,000 for calendar year 2009, assuming no Base Salary increase, and
$9,375,000 for calendar year 2010 and thereafter, assuming no Base Salary increase); provided that
in no event shall your Bonus exceed the maximum individual annual bonus provided for in the Bonus
Plan. Each year, your personal performance will be considered in the context of your executive
duties and any individual and corporate goals set for you by the Board, and your actual Bonus will
be determined. Although as a general matter the Company expects to pay bonuses at the target level
in cases where individual and corporate goals are achieved, it does not commit to do so, and your
Bonus may be negatively affected by the exercise of the Board’s discretion or by



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overall Company performance. Your Bonus amount, if any, will be paid to you between January 1
and March 15 of the calendar year immediately following the performance year in respect of which
such Bonus is earned. 




               3.3 Long-Term Incentive Compensation.



                    3.3.1 On the next regularly scheduled grant date following execution of this Agreement by both
Parties, the Company shall provide you with a single stock option on shares of the Company’s Common
Stock with a Black-Scholes value of $2 million, determined in accordance with the Company’s option
valuation procedures (for compensation grant purposes) and having the same general vesting and
other terms as provided for under the Company’s annual long-term incentive option grants, pursuant
to the stock option award agreement substantially in the form attached hereto as Annex A, which
provides, among other things, that you shall be entitled to retirement eligible treatment of the
foregoing option or any equity awards granted to you on or after the Effective Date of this
Agreement. For purposes of this Agreement “retirement eligible treatment” shall mean the treatment
afforded to executives of the Company who are retirement eligible with respect to the vesting,
exercise and other features of options and other equity awards, consistent with the terms of the
option agreements and restricted stock units agreements previously granted to you and as may be in
effect with respect to future grants to you under the Company’s equity plans; it being understood
that such treatment, as applicable to the awards granted to you prior to the Effective Date and the
option granted pursuant to this Section 3.3.1, provides for full vesting upon retirement and an
exercise period equal to five years from the date of retirement or the remaining term of the award
or grant (which ever is shorter).



                    3.3.2 The Company shall provide you for each year of your term of employment with long term
incentive compensation with a target value beginning with calendar year 2010 (the 2009 long term
compensation having already been determined in accordance with the Prior Agreement) of
approximately $7,500,000 (based on the valuation method used by the Company for its senior
executives for compensation grant purposes) through a combination of stock option grants,
restricted stock units or other equity-based awards, cash-based long-term plans or other components
as may be determined and in such proportions as may be determined by the Compensation Committee of
the Board (“Compensation Committee”) from time to time in its sole



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discretion. Such awards shall have the same general vesting and other terms as then provided
for under the Company’s equity award agreements, which shall provide for retirement eligible
treatment.




               3.4 Deferred Compensation. Pursuant to the terms of your previous employment
agreements with the Company, you have earned deferred compensation which has been reflected in a
special account (the “Trust Account”) maintained on the books of the Time Warner Entertainment
Company, L.P. Grantor Trust (“Rabbi Trust”) for your benefit. Pursuant to the terms of the Prior
Agreement, your 2008 deferred compensation election and the Rabbi Trust, the amount reflected in
the Trust Account shall be distributed to you in a lump sum on the first Company payroll date in
the month after the earlier of (a) December 31, 2009 and (b) the date you separate from service
(within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)).



               3.5 Indemnification. You shall be entitled throughout the term of employment in your
capacity as an officer or director of the Company or any of its subsidiaries or a member of a
governing body of any partnership or joint venture in which the Company has an equity interest (and
after the end of the term of employment, to the extent relating to service during the term of
employment) to the benefit of the indemnification provisions contained on the date hereof in the
Certificate of Incorporation and By-laws of the Company (not including any amendments or additions
after August 1, 2006 that limit or narrow, but including any that add to or broaden, the protection
afforded to you by those provisions), to the extent not prohibited by applicable law at the time of
the assertion of any liability against you. In addition, with respect to services you provided to
or on behalf of Time Warner Entertainment Company, L.P. (“TWE”) in your capacity as an officer or
director of TWE, consistent with the Prior Agreement, you shall be entitled to the benefit of the
applicable indemnification provisions contained in the Agreement of Limited Partnership, dated
October 29, 1991, as amended, of TWE (not including any amendments or additions after the date of
execution of the Prior Agreement that limit or narrow, but including any that add to or broaden,
the protection afforded to you by those provisions), to the extent not prohibited by applicable law
at the time of the assertion of any liability against you.



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          4. Termination.




               4.1 Termination for Cause The Company may terminate the term of employment and all of
the Company’s obligations under this Agreement, other than its obligations set forth below in this
Section 4.1, for “cause”. Termination by the Company for “cause” shall mean termination because of
your (a) conviction (treating a nolo contendere plea as a conviction) of a felony (whether or not
any right to appeal has been or may be exercised) other than as a result of a moving violation or a
Limited Vicarious Liability (as defined below), (b) willful failure or refusal without proper cause
to perform your material duties with the Company, including your obligations under this Agreement
(other than any such failure resulting from your incapacity due to physical or mental impairment),
(c) willful misappropriation, embezzlement or reckless or willful destruction of Company property,
(d) willful and material breach of any statutory or common law duty of loyalty to the Company
having a significant adverse financial impact on the Company or on the Company’s reputation; (e)
intentional and improper conduct materially prejudicial to the business of the Company or any of
its affiliates, (f) willful or material breach of any of the restrictive covenants provided for in
Section 9 hereof, or (g) a willful violation of any material Company policy, including the
Company’s Standards of Business Conduct, having a significant adverse financial effect on the
Company or a significant adverse effect on the Company’s reputation. Such termination shall be
effected by written notice thereof delivered by the Company to you and shall be effective as of the
date of such notice; provided, however, that if (i) such termination is because of your willful
failure or refusal without proper cause to perform any one or more of your obligations under this
Agreement, (ii) such notice is the first such notice of termination for any reason delivered by the
Company to you under this Section 4.1, and (iii) within 15 days following the date of such notice
you shall cease your refusal and shall use your best efforts to perform such obligations, the
termination shall not be effective. The term “Limited Vicarious Liability” shall mean any
liability which is based on acts of the Company for which you are responsible solely as a result of
your office(s) with the Company; provided that (x) you are not directly involved in such acts and
either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly
acted reasonably and in good faith to attempt to prevent the acts causing such liability or (y)
after consulting with the Company’s counsel, you reasonably believed that no law was being violated
by such acts.



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                    4.1.1 In the event of termination by the Company for cause, without prejudice to any other
rights or remedies that the Company may have at law, in equity or Section 11.7.2, the Company shall
have no further obligation to you other than (i) to pay Base Salary through the effective date of
termination, (ii) to pay any Bonus for any year prior to the year in which such termination occurs
that has been determined but not yet paid as of the date of such termination (other than to the
extent any such Base Salary and Bonus may be repayable under the provisions of Section 11.7), (iii)
with respect to any rights you have pursuant to any insurance, benefit or incentive plans or
arrangements of the Company; (iv) your deferred compensation pursuant to Section 3.4 and (v) your
rights to indemnification under Section 3.5 or any other agreement or arrangement with the Company.
You hereby disclaim any right to receive a pro rata portion of any Bonus with respect to the year
in which such termination for cause occurs. Payments of Base Salary and Bonus required under this
Section shall be made at the same time as such payments would otherwise have been made to you
pursuant to Sections 3.1 and 3.2 if you had not been terminated.



               4.2 Termination by You for Material Breach by the Company and Termination by the Company
Without Cause. Unless previously terminated pursuant to any other provision of this Agreement
and unless a Disability Period shall be in effect, you shall have the right, exercisable by written
notice to the Company, to terminate the term of employment effective 30 days after the giving of
such notice, if, at the time of the giving of such notice, the Company is in material breach of its
obligations under this Agreement; provided, however, that, with the exception of clause (i) below,
this Agreement shall not so terminate if such notice is the first such notice of termination
delivered by you pursuant to this Section 4.2 and within such 30-day period the Company shall have
cured all such material breaches; and provided further such notice is provided to the Company
within 90 days after your knowledge of the occurrence of such material breach. A material breach
by the Company shall include, but not be limited to, (i) the Company violating Section 2 with
respect to your title, your reporting solely to the Board of Directors, authority, functions,
powers, duties, or place of employment, (ii) the Company failing to cause any successor to all or
substantially all of the business and assets of the Company expressly to assume the obligations of
the Company under this Agreement or (iii) the failure to reelect you to the Board or your otherwise
ceasing to be a member of the Board other than in connection with your removal as a Director for
cause under the Company’s by-laws; provided that it shall not be a material breach
of this Agreement if



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you may no longer serve as Chairman of the Company as a result of any change in applicable
law, regulation or stock exchange listing requirements (to the extent your continued role as
Chairman does not otherwise qualify for “grandfather” treatment under such law, regulation or
requirements), so long as you continue to serve as a Director and Chief Executive Officer and
President of the Company. The Company shall have the right, exercisable by written notice to you
delivered before the date which is sixty (60) days prior to the Term Date, to terminate your
employment under this Agreement without cause, which notice shall specify the effective date of
such termination. If such notice is delivered on or after the date which is 60 days prior to the
Term Date, the provisions of Section 4.3 shall apply. The effective date of termination of your
employment pursuant to this Section 4.2 shall be either (x) 30 days after you have given notice as
provided for in the first sentence of this Section 4.2 and the Company has failed to cure the
material breach set forth in such notice or (y) the date specified in the Company’s notice as
provided for in the preceding sentence (in each case, the “Effective Date of Termination”).




                    4.2.1 Termination Benefits. After the Effective Date of Termination pursuant to
Section 4.2 (a “termination without cause”), you shall receive Base Salary and a pro rata portion
of your Bonus through the Effective Date of Termination, subject to the actual achievement of the
performance criteria established under the Bonus Plan for the year of termination, and subject also
to exercise by the Board’s Compensation Committee of its negative discretion in such a manner that
your Bonus, expressed as a percentage of your Target Bonus for the year of termination, is not less
than the Average Percentage (as defined below in this Section 4.1.2), but in no event shall such
pro rata bonus exceed a pro rata portion of the maximum Bonus provided for under Section 3.2 of
this Agreement. You will also be entitled to any accrued, but unpaid Bonus for any year prior to
the year of termination, which has been determined pursuant to Section 3.2 (which, if not
determined, shall be subject to the actual achievement of the performance criteria established
under the Bonus Plan for the applicable year, and subject also to exercise by the Board’s
Compensation Committee of its negative discretion in such a manner that your Bonus, expressed as a
percentage of your Target Bonus for the year, is not less than the Average Percentage) and your
vested long-term compensation as provided in Sections 3.3.1 and 3.3.2 (if any), and your deferred
compensation pursuant to Section 3.4. “Average Percentage” means the quotient (expressed as a
percentage) obtained by dividing (x) the sum of the Individual Percentages for each of the named
executive officers of the Company for purposes of the Company’s proxy statement for such applicable
year



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(other than you) (each individually, a “Covered NEO” and collectively, the “Covered NEOs”) ,
by (y) the number of Covered NEOs for such applicable year. “Individual Percentage” means the
quotient obtained by dividing (A) the actual bonus determined by the Compensation Committee for the
Covered NEO, by (B) the Covered NEO’s target annual bonus used for purposes of applying the
criteria under the Company’s 2008 incentive plan (TWCIP) or any successor plans. The payment of
your pro rata Bonus or any Bonus for a year prior to the year of termination pursuant to this
Section 4.2.1 shall be paid to you at the times set forth in Section 4.6.




                    4.2.2 Severance Benefits. After the Effective Date of Termination under Section 4.2,
subject to Section 4.6, you shall be eligible to continue to receive the salary and benefits
payable as if you were an employee of the Company, in the form and at such times as you would have
received them had you remained employed during such period, for a period ending on the date (the
“Severance Term Date”) which is the later of (i) September 30, 2012 and (ii) the date which is 24
months after the Effective Date of Termination (in the case of either (i) or (ii), the “Severance
Period”). During this Severance Period, you (or your estate if you die before payments are
completed) shall be entitled to receive severance payments in an amount determined as follows: (a)
an annual amount equal to your Base Salary in effect immediately prior to the notice of
termination, and (b) an amount equal to the annual Target Bonus that you would have received
pursuant to Section 3.2 of this Agreement (based on your Base Salary immediately prior to the
notice of termination) in respect of each calendar year during the Severance Period or portion
thereof (in which case a pro rata portion of such Bonus will be payable) in the case of (a) and
(b), not to exceed amounts payable during the 24 months after the Effective Date of Termination;
provided that the amounts payable to you pursuant to this sub-clause (b) shall not
duplicate the pro rata bonus for the year in which the Effective Date of Termination occurs, as
provided for in Section 4.2.1. If the Severance Period is longer than 24 months, the aggregate
payments of Base Salary and Target Bonus to be made in each pay period shall be reduced so that
such payments are made pro rata over the Severance Period, without increasing the total value of
payments made under this Section 4.2.2.



                    4.2.3 Subsequent Employment. Except as provided in the following sentence, if you
accept other full-time employment during the Severance Period or notify the Company in writing of
your intention to no longer be treated as if you were an



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employee during the Severance Period, you shall cease to be treated as if you were an employee
of the Company, including for purposes of your rights to receive certain post-termination benefits
under Section 8.2 (provided, however, you shall continue to eligible to participate in the
Company’s medical, hospitalization, and dental programs during the Severance Period or otherwise be
provided with coverage and benefits comparable to those available under such programs at such time
until such time as you become eligible for comparable coverage in connection with accepting such
full time employment), with such cessation of post-termination benefits effective upon the
commencement of such other employment or the effective date of such termination as specified by you
in such notice, whichever is applicable, but you shall continue to receive the remaining payments
you would have received pursuant to Sections 4.2.1 and 4.2.2 at the times specified therein.
Notwithstanding the foregoing, if you accept full-time employment with any affiliate of the
Company, then the payments provided for in Section 4.2.2 shall immediately cease. For purposes of
this Agreement, the term “affiliate” shall mean any entity which, directly or indirectly, controls,
is controlled by, or is under common control with, the Company.




                    4.2.4 Office Facilities. In the event of a termination without cause or a termination
pursuant to Section 4.3, then for the period beginning as of the Effective Date of Termination and
ending on the earlier of (a) twelve months thereafter or (b) the date you commence other full-time
employment, the Company shall, without charge to you, make available to you office space at or near
your principal job location immediately prior to such termination, together with secretarial
services, office facilities, services and furnishings, in each case reasonably appropriate to an
executive of your position and responsibilities prior to such termination, but taking into account
your reduced need for such office space, secretarial services and office facilities, services and
furnishings as a result of you no longer being a full-time employee.



                    4.2.5 Reduction of Severance Payments. Notwithstanding any provision of this
Agreement to the contrary, if you breach the provisions of Section 9.1 or 9.2 during the relevant
restricted period provided for in such sections (the “Restricted Period”), all payment and other
obligations of the Company pursuant to Section 4.2.2 and Section 8.2 shall cease as of the date of
the breach. In addition, if at any time following the expiration of the Restricted Period, and
during the remaining Severance Period, you render services to, or act in any capacity for, or
acquire any interest of any type in (in excess of the investment level permitted under Section 9.2
hereof), any “Competitive Entity”



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(whether or not such activity falls within the Restricted Period) the amount of any cash
compensation which you are eligible to receive during such period (whether actually paid to you or
deferred at your election into equity or any other deferral arrangement) shall reduce (dollar for
dollar) any subsequent payments of Base Salary and/or Target Bonus that would otherwise be paid to
you during the Severance Period. The provisions of this Section 4.2.5 shall not affect (x) the
terms and conditions of any of your then outstanding options, restricted stock units or other
Company equity awards and (y) your continued medical, dental and hospitalization coverage as
provided for in Section 8.2 hereof. Notwithstanding anything herein to the contrary, the reduction
of payments provided for in this Section 4.2.5 shall not apply after the first twelve months of the
Severance Period if you are employed by an entity or person that is not itself a Competitive
Entity, but either (x) has a division, business unit or segment that is a division, business unit
or segment that is a Competitive Entity or (y) has an affiliate that (i) is a Competitive Entity or
(ii) has a division, business unit or segment that is a Competitive Entity, so long as you
demonstrate, to the Company’s reasonable satisfaction (e.g., represent and warrant to the Company
in writing and describe the nature and scope of your responsibilities) from time to time that you
do not and will not, directly or indirectly, provide services or advice to such division, business
unit or segment, or such affiliate (or its division, business unit or segment) that is a
Competitive Entity, or otherwise breach your obligations under Section 9 hereof. Nothing in this
Section 4.2.5 shall limit your repayment obligations to the Company under Section 11.7.




               4.3 Expiration of Term. If at the Term Date, the term of employment shall not have
been previously terminated pursuant to the provisions of this Agreement, no Disability Period is
then in effect and the Parties shall not have agreed to an extension or renewal of this Agreement
or on the terms of a new employment agreement, then your employment shall be terminated effective
on the Term Date and the Company shall have no further obligation to you, other than (i) to pay
Base Salary through the Effective Date of Termination, (ii) to pay any Bonus compensation for the
last calendar year of the term of employment, based on actual performance results (subject to the
exercise by the Compensation Committee of its negative discretion in such a manner that your Bonus,
expressed as a percentage of your Target Bonus for the year, is not less than the Average
Percentage), at such time as such Bonus compensation would otherwise be due and payable, (iii) with
respect to any rights you have pursuant to any insurance or benefit and incentive plans or
arrangements of the Company (iv) your rights to



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indemnification under Section 3.5 or any other agreement or arrangement of the Company and (v)
any Bonus for any year prior to the year in which such termination occurs that has been determined
but not yet paid as of the date of such termination (or if not then determined, such Bonus shall be
subject to the actual achievement of the performance criteria established under the Bonus Plan for
the applicable year, and subject also to exercise by the Board’s Compensation Committee of its
negative discretion in such a manner that your Bonus, expressed as a percentage of your Target
Bonus for the year, is not less than the Average Percentage).




               4.4 Termination By You Absent Material Breach By the Company. You recognize and agree
that by virtue of your position you will have access to confidential and sensitive business and
proprietary information and valued client and other business relationships and that as a result it
is reasonable and necessary to provide for a smooth transition in the event you chose to resign or
retire. Consequently, in the event of your resignation or retirement before the Term Date you
agree to provide the Company with sixty (60) days prior written notice of your intent to terminate
your employment after the expiration of such sixty (60) day period (the “Notice Period”). During
the Notice Period, the Company may, in its sole discretion, require you to perform your regular
duties, reduce your previous duties or assign to you other duties, as well as directing you to no
longer physically be present in the Company’s offices or premises; provided that during such period
you shall receive your normal compensation and benefits. In the event of your resignation or
retirement pursuant to this Section 4.4, the Company shall have no further obligation to you other
than (i) to pay Base Salary through the effective date of termination, as provided for in this
Section 4.4 and any Bonus for any year prior to the year in which such termination occurs that has
been determined by the Compensation Committee but not yet paid as of the date of such termination
(other than to the extent any such Base Salary and Bonus may be repayable under the provisions of
Section 11.7), (ii) with respect to any rights you have pursuant to any insurance or benefit or
incentive plans or arrangements of the Company, (iii) your deferred compensation pursuant to
Section 3.4 and (iv) your rights to indemnification under Section 3.5 or any other agreement or
arrangement of the Company. You hereby disclaim any right to receive a pro rata portion of any
Bonus with respect to the year in which such resignation or retirement before the Term Date occurs.



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               4.5 Release. A condition precedent to the Company’s obligation to make the payments
associated with a termination without cause or a termination by you as a result of a material
breach by the Company shall be your execution and delivery of a release in the form attached hereto
as Annex B. Such release must be returned no later than sixty (60) days after your separation from
service with the Company; assuming your compliance with the foregoing, such payments shall commence
on the first regular payroll date on or after the sixtieth (60th) day after your
termination of employment. If you fail to execute and deliver such release, or if you revoke such
release as provided therein, then you shall not be entitled to any severance benefits under this
Agreement.



               4.6 Payments. Subject to the provisions of Section 4.5 with respect to the
commencement of payments due you and the last sentence of this Section 4.6, payments of Base Salary
and Bonus required to be made to you after a termination without cause shall be made at the same
times as such payments otherwise would have been paid to you pursuant to Sections 3.1 and 3.2 if
you had not been terminated; provided, however, that any payment or benefit otherwise required to
be made or provided after a termination without cause or a termination by you as a result of a
material breach by the Company of this Agreement that the Company reasonably determines is subject
to Section 409A(a)(2)(B)(i) of the Code shall not be paid or payment commenced until the later of
(a) six months after the date of your “separation from service” (within the meaning of Section 409A
of the Code) and (b) the payment date or commencement date specified in this Agreement for such
payment(s). On the earliest date on which such payments can be made or commenced without violating
the requirements of Section 409A(a)(2)(B)(i) of the Code, you shall be paid, in a single lump sum,
an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence.
Notwithstanding the foregoing, if your employment is terminated pursuant to Section 4.2 hereof
within two years after a change in control event, as defined in Treasury Regulations Section
1.409A-3(i)(5), all of the cash severance payments due you pursuant to Section 4.2.2 shall be paid
in a single lump sum (less all applicable payroll tax deductions and applicable deductions for any
benefits otherwise continuing during the Severance Period) within 30 days of the termination of
your employment, provided that $200,000 of the payments due you shall be paid in equal payroll
installments through September 30, 2012.



               4.7 Mitigation of Damages. The Parties agree that you are not required to seek other
employment or to mitigate the amounts payable under the



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Agreement. Except as provided for in Section 4.2.5, no compensation earned by you from
subsequent employment will reduce any amount payable under this Agreement, except that the
availability of benefits and office space shall cease upon your commencement of full-time
employment, as provided for in Sections 4.2.3 and 4.2.4, respectively.




                    4.8 IRC Sections 280G and 4999. Notwithstanding anything to the contrary contained in
this Agreement, to the extent that any amount or benefit paid or distributed to you pursuant to
this Agreement or any other agreement or arrangement between the Company and you (collectively, the
“Payments”) (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and
(ii) but for this Section 4.8, would be subject to the excise tax imposed by Section 4999 of the
Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which
would result in no portion of such Payments being subject to excise tax under Section 4999 of the
Code; whichever of the foregoing amounts, taking into account the applicable federal, state and
local income or excise taxes (including the excise tax imposed by Section 4999) results in your
receipt on an after-tax basis, of the greatest amount of benefits under this Agreement,
notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the
Code. Unless you and the Company otherwise agree in writing, any determination required under this
Section shall be made in writing by an independent public accountant selected by the Company and
reasonably acceptable to you (the “Accountants”), whose determination shall be conclusive and
binding upon you and the Company for all purposes. For purposes of making the calculations
required by this Section, the Accountants may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the
Accountants such information and documents as the Accountants may reasonably request in order to
make a determination under this Section. The Company shall bear all costs the Accountants may
reasonably incur in connection with any calculations contemplated by this Section.



                         4.8.1 If you receive reduced payments and benefits by reason of this Section 4.8 and it is
established pursuant to a final determination of the court or an Internal Revenue Service
proceeding that you could have received a greater amount without resulting in an excise tax, then
the Company shall promptly thereafter pay you the



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aggregate additional amount which could have been paid without resulting in an excise tax as
soon as practicable.



                    4.8.2 The parties agree to cooperate generally and in good faith with respect to (i) the
review and determinations to be undertaken by the Accountants as set forth in this Section 4.8.1
and (ii) any audit, claim or other proceeding brought by the Internal Revenue Service to review or
contest or otherwise related to the determinations of the Accountants as provided for in this
Section 4.8.1, including any claim or position taken by the Internal Revenue Service that, if
successful, would require the payment by you of any additional excise tax, over and above the
amounts of excise tax established under the procedure set forth in this Section 4.8.1.



                    4.8.3 The reduction of Company payments, if applicable, shall be effected in the following
order (unless you, to the extent permitted by Section 409A of the Code, elect another method of
reduction by written notice to the Company prior to the Section 280G event): (i) any cash severance
payments, (ii) any other cash amounts payable to you, (iii) any benefits valued as parachute
payments (iv) acceleration of vesting of any stock options for which the exercise price exceeds the
then fair market value of the underlying stock, in order of the option tranches with the largest
Section 280G parachute value, (v) acceleration of vesting of any equity award that is not a stock
option and (vi) acceleration of vesting of any stock options for which the exercise price is less
then the fair market value of the underlying stock in such manner as would net you the largest
remaining spread value if the options were all exercised as of the Section 280G event.



          5. Disability.



               5.1 Disability Payments. If during the term of employment and prior to the delivery
of any notice of termination without cause, you become physically or mentally disabled, whether
totally or partially, so that you are unable to engage in substantial gainful activity by reason of
any medically determinable physical or mental impairment, which can be expected to result in death
or can be expected to last for a continuous period of not less than twelve (12) months, the Company
shall, nevertheless, continue to pay your full compensation through the last day of the sixth
consecutive month of disability or the date on which any shorter periods of disability shall have
equaled a total of six months in any twelve-month period (such last day or date being referred to
herein as



14









 




the “Disability Date”). If you have not resumed your usual duties on or prior to the
Disability Date, the Company shall pay you a pro rata Bonus (based on actual performance results
and the exercise by the Board’s Compensation Committee of its negative discretion in such a manner
that your Bonus, expressed as a percentage of your Target Bonus for the year, is not less than the
Average Percentage for the year in which the Disability Date occurs) and thereafter shall pay you
disability benefits for the period ending on the later of (i) the Term Date or (ii) the date which
is twelve months after the Disability Date (in the case of either (i) or (ii), the “Disability
Period”), in an annual amount equal to 75% of (a) your Base Salary at the time you become disabled
and (b) your Target Bonus. All payments pursuant to this Section 5.1 shall be made at the times
specified in Section 4.6 and shall be subject to Section 11.17.




               5.2 Recovery from Disability. If during the Disability Period you shall fully
recover from your disability, the Company shall have the right (exercisable within 60 days after
notice from you of such recovery), but not the obligation, to restore you to full-time service at
full compensation. If the Company elects to restore you to full-time service, then this Agreement
shall continue in full force and effect in all respects and the Term Date shall not be extended by
virtue of the occurrence of the Disability Period. If the Company elects not to restore you to
full-time service, you shall be entitled to obtain other employment, subject, however, to the
following: (i) you shall perform advisory services during any balance of the Disability Period;
and (ii) you shall comply with the provisions of Section 9 during the Disability Period and
afterward as provided for therein. The advisory services referred to in clause (i) of the
immediately preceding sentence shall consist of rendering advice concerning the business, affairs
and management of the Company as requested by the Board but you shall not be required to devote
more than five days (up to eight hours per day) each month to such services, which shall be
performed at a time and place mutually convenient to both Parties. Any income from such other
employment shall not be applied to reduce the Company’s obligations under this Agreement.




               5.3 Other Disability Provisions. The Company shall be entitled to deduct from all
payments to be made to you during the Disability Period pursuant to Section 5.1 an amount equal to
all disability payments received by you during the Disability Period from Worker’s Compensation,
Social Security and disability insurance policies maintained by the Company; provided, however,
that for so long as, and to the



15









 






extent that, proceeds paid to you from such disability insurance policies are not includible
in your income for federal income tax purposes, the Company’s deduction with respect to such
payments shall be equal to the product of (i) such payments and (ii) a fraction, the numerator of
which is one and the denominator of which is one less the maximum marginal rate of federal income
taxes applicable to individuals at the time of receipt of such payments. All payments made under
Section 5 after the Disability Date are intended to be disability payments, regardless of the
manner in which they are computed. Except as otherwise provided in Section 5, the term of
employment shall continue during the Disability Period, and you shall be entitled to all of the
rights and benefits provided for in this Agreement, except that Sections 4.2 and 4.3 shall not
apply during the Disability Period. Unless the Company has restored you to full-time service at
full compensation prior to the end of the Disability Period, the term of employment shall end and
you shall cease to be treated as an employee of the Company at the end of the Disability Period and
shall not be entitled to notice and severance or to receive or be paid for any accrued vacation
time.




          6. Death. If you die during the term of employment, this Agreement and all
obligations of the Company to make any payments hereunder shall terminate except that your estate
(or a designated beneficiary) shall be entitled to receive Base Salary to the last day of the month
in which your death occurs, any Bonus award for any year prior to the year in which your death
occurs that has been determined but not yet paid (which if not determined, shall be based on the
actual achievement of the performance targets set up under the Bonus Plan for the applicable year,
subject to exercise by the Board’s Compensation Committee of its negative discretion in such a
manner that your bonus, expressed as a percentage of your target Bonus for the year, is not less
than the Average Percentage) as of the date of your death, and Bonus compensation (at the time
bonuses are normally paid) for the year in which your death occurs based on the actual performance
results for that year (subject to the exercise by the Board’s Compensation Committee of its
negative discretion in a manner that is not materially greater than the negative discretion applied
to other senior executives), but prorated according to the number of whole or partial months you
were employed by the Company in such calendar year. For the purposes of clarity, it is intended
that any vested rights you or your beneficiaries may have at the time of your death or as a result
of your death pursuant to any insurance or benefit and incentive plans or arrangements of the
Company or any benefit and incentive plans



16









 




described in Sections 3.4 and 8 shall be governed by the terms and provisions of such
insurance or benefit and incentive plans and arrangements. 




          7. Insurance. During your employment with the Company, the Company shall (i) provide
you with $50,000 of group life insurance and (ii) pay you annually an amount equal to two times the
premium you would have to pay to obtain life insurance under the Group Universal Life (“GUL”)
insurance program made available by the Company in an amount equal to $4,000,000. You shall be
under no obligation to use the payments made by the Company pursuant to the preceding sentence to
purchase GUL insurance or to purchase any other life insurance. If the Company discontinues its
GUL insurance program, the Company shall nevertheless make the payments required by this Section 7
as if such program were still in effect. The payments made to you hereunder shall not be
considered as “salary” or “compensation” or “bonus” in determining the amount of any payment under
any pension, retirement, profit-sharing or other benefit plan of the Company or any subsidiary of
the Company.



          8. Other Benefits.



               8.1 Generally Available Benefits. To the extent that (a) you are eligible under the
general provisions thereof (including without limitation, any plan provision providing for
participation to be limited to persons who were employees of the Company or certain of its
subsidiaries prior to a specific point in time) and (b) the Company maintains such plan or program
for the benefit of its executives, during the term of employment and so long as you are an employee
of the Company, you shall be eligible to participate in any pension, excess plan, profit-sharing,
savings, or similar plan or program and in any group life insurance (to the extent set forth in
Section 7), hospitalization, medical, dental, accident, disability or similar plan or program of
the Company now existing or established hereafter for its senior corporate executives. For the
purpose of clarity, you shall be entitled during the term of employment and so long as you are an
employee of the Company, to receive other benefits generally available to all senior executives of
the Company to the extent you are eligible under the general provisions thereof, including, without
limitation, to the extent maintained in effect by the Company for its senior executives, an
automobile allowance and financial services; provided that, effective December 31, 2009, your
eligibility for automobile allowance benefits shall terminate automatically.




17









 








               8.2 Benefits After a Termination or Disability. During the Severance Period or the
Disability Period, subject to Section 4.2.3, you shall continue to be treated as if you were an
employee of the Company and shall continue to be eligible to participate in the Company’s life
insurance (including GUL premiums provided for in Section 7) and medical, dental and
hospitalization programs, and receive Company courtesy services and financial planning services, as
provided for under Section 8.1 above, in each case to the extent such benefits are maintained in
effect by the Company for its senior executives or comparable arrangements that may be implemented
for former employees covered by severance arrangements; provided, further, that you shall not be
entitled to any additional awards or grants under any stock option, restricted stock or other stock
based incentive plan. As of your Effective Date of Termination or the end of the Disability Period
(or earlier if you are deemed to have incurred a separation from service due to disability), you
will no longer be permitted to contribute to or receive a Company match in the TWC Savings Plan and
you will no longer accrue benefit service under the Time Warner Cable Pension Plan or the Time
Warner Cable Excess Benefit Pension Plan, and your rights under those plans will be determined in
accordance with the terms of those plans and applicable law. After the Severance Period or
Disability Period, as applicable, your rights to benefits and payments under any benefit plans or
any insurance or other death benefit plans or arrangements of the Company or under any stock
option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan
of the Company shall be determined in accordance with the terms and provisions of such plans and
any agreements under which such stock options, restricted stock units, or other awards were
granted.




               8.3 Payments in Lieu of Other Benefits. In the event the term of employment and your
employment with the Company is terminated pursuant to any section of this Agreement, you shall not
be entitled to notice and severance under the Company’s general employee policies or to be paid for
any accrued vacation time, the payments provided for in such sections of this Agreement being in
lieu thereof.



18









 







          9. Protection of Confidential Information; Non-Compete; Ownership of Work Product.



               9.1 Confidentiality Covenant. You acknowledge that your employment by the Company
will, throughout the term of employment, bring you into close contact with many confidential
affairs of the Company, including information about costs, profits, markets, sales, products, key
personnel, pricing policies, operational methods, technical processes and other business affairs
and methods and other information not readily available to the public, and plans for future
development. You further acknowledge that (i) the services to be performed under this Agreement
are of a special, unique, unusual, extraordinary and intellectual character and (ii) while the
business is currently domestic in scope, it may in the future expand and become international in
scope, with its products and services marketed throughout the world, and that if that were to be
the case the nature of your services, position and expertise are such that you would be capable of
competing with the Company not merely in the United States but from nearly any location in the
world. In recognition of the foregoing, you covenant and agree:



                    9.1.1 You shall keep secret all confidential matters of the Company and, except in the
performance of your duties, shall not disclose such matters to anyone outside of the Company, and
shall not use such information for personal benefit or the benefit of a third party, either during
or after the term of employment, except with the Company’s written consent, provided that (i) you
shall have no such obligation to the extent such matters are or become publicly known other than as
a result of your breach of your obligations hereunder, (ii) you may, after giving prior notice to
the Company to the extent practicable under the circumstances, disclose such matters to the extent
required by applicable laws or governmental regulations or judicial or regulatory process and (iii)
to the extent necessary to enforce the terms of this Agreement;



                    9.1.2 You shall deliver promptly to the Company on termination of your employment, or at any
other time the Company may so request, all memoranda, notes, records, reports and other documents
(and all copies thereof) relating to the Company’s business, which you obtained while employed by,
or otherwise serving or acting on behalf of, the Company and which you may then possess or have
under your control; provided that you may retain your personal tax, financial or accounting records
and your documents in your personal files related to your benefits, equity and rights under this
Agreement; and



19









 





                    9.1.3 If the term of employment is terminated pursuant to Section 4, for a period of one year
after such termination, without the prior written consent of the Company, you shall not directly or
indirectly, (i) solicit, induce, encourage or attempt to influence any customer, independent
contractor, joint venturer or supplier of the Company to cease to do business with or to otherwise
terminate his, her or its relationship with the Company, (ii) solicit or hire or cause any entity
of which you are an affiliate to solicit or hire, any person who was a full-time employee of the
Company at the date of such termination or within six months prior thereto; provided that such
prohibition shall not apply to your secretary or executive assistant or to any other employee
eligible to receive overtime pay or (iii) breach your non-disparagement obligations in Section
11.18 hereof. Nothing in this Section 9.1.3 shall restrict your ability to (i) solicit customers
on behalf of an entity that at the time of such solicitation does not, and as a result of such
solicitation will not, qualify as a Competitive Entity under the provisions of Section 9.2(vii),
(ii) solicit any independent contractor, joint venturer or supplier of the Company on behalf of an
entity that qualifies as a Competitive Entity under the provisions of Section 9.2(vii), (iii)
engage in general advertising not targeted at Company employees or serve as a reference for an
employee with regard to an entity with which you are not affiliated or (iv) hire any former
employee of the Company who was terminated involuntarily by the Company, so long as you were not,
directly or indirectly, involved in the circumstances giving rise to such termination.



               9.2 Non-Compete. During the term of employment and through twelve months after the
effective date of any termination of the term of employment pursuant to Section 4, you shall not,
directly or indirectly, without the prior written consent of the Board of the Company, render any
services to, or act in any capacity for, any person or entity which is a Competitive Entity (as
defined below) with the Company, or acquire any interest of any type in any such person or entity;
provided, however, that the foregoing shall not be deemed to prohibit you from acquiring, (a)
solely as an investment and through market purchases, securities of any Competitive Entity (defined
below) which are registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 and
which are publicly traded, so long as you are not part of any control group of such Competitive
Entity and such securities, including converted securities, do not constitute more than one percent
(1%) of the outstanding voting power of that entity and (b) securities of any Competitive Entity
that are not publicly traded, so long as you are not part of any control group of such Competitive
Entity and such securities, including converted securities, do



20









 




not constitute more than three percent (3%) of the outstanding voting power of that entity. For
purposes of the foregoing, a person or entity is deemed to be a Competitive Entity if such entity
is (I) one of the companies set forth below in sub-clauses (i)-(vii)(each individually a
“Designated Company,” and collectively the “Designated Companies”) or (II) any subsidiary, division
or business unit or segment of, or joint venturer with, or successor to, any Designated Company (a
“Direct Affiliate”), or (III) any person or entity controlling, controlled by or under common
control with such Designated Company (a “Category III Affiliate”): (i) AT&T Inc., (ii) Verizon
Communications Inc., (iii) DIRECT TV, Inc., (iv) DISH Network L.L.C., (v) Comcast Corporation, (vi)
Cablevision Systems Corporation, or (vii) any provider of multichannel video, high-speed data or
telephone services, in each case through any technological platform, to residential or commercial
customers with 3,000,000 or more customers; provided that you may be employed by
any Category III Affiliate, so long as you demonstrate to the Company’s reasonable satisfaction
(e.g. represent and warrant to the Company in writing and describe the nature of your
responsibilities) that you do not and will not, directly or indirectly, provide services or advice
to, or have any responsibility for or supervision of, any Designated Company or Direct Affiliate.




               9.3 Ownership of Work Product. You acknowledge that during the term of employment,
you may conceive of, discover, invent or create inventions, improvements, new contributions,
literary property, material, ideas and discoveries, whether patentable or copyrightable or not (all
of the foregoing being collectively referred to herein as “Work Product”), and that various
business opportunities shall be presented to you by reason of your employment by the Company. You
acknowledge that all of the foregoing shall be owned by and belong exclusively to the Company and
that you shall have no personal interest therein, provided that they are either related in any
manner to the business (commercial or experimental) of the Company, or are, in the case of Work
Product, conceived or made on the Company’s time or with the use of the Company’s facilities or
materials, or, in the case of business opportunities, are presented to you for the possible
interest or participation of the Company. You shall (i) promptly disclose any such Work Product
and business opportunities to the Company; (ii) assign to the Company, upon request and without
additional compensation, the entire rights to such Work Product and business opportunities; (iii)
sign all papers necessary to carry out the foregoing; and (iv) give testimony in support of your
inventorship or creation in any appropriate case. You agree that you will not assert any rights to
any Work Product or business opportunity




21












 




as having been made or acquired by you prior to the date of this Agreement except for Work Product
or business opportunities, if any, disclosed to and acknowledged by the Company in writing prior to
the date hereof.




               9.4 You acknowledge that the restrictions contained in this Section 9, in light of the nature
of the Company’s business and your position and responsibilities, are reasonable and necessary to
protect the legitimate interests of the Company.



          10. Notices. All notices, requests, consents and other communications required or
permitted to be given under this Agreement shall be effective only if given in writing and shall be
deemed to have been duly given if delivered personally or sent by a nationally recognized overnight
delivery service, or mailed first-class, postage prepaid, by registered or certified mail, or by
facsimile with receipt confirmed, as follows (or to such other or additional address as either
party shall designate by notice in writing to the other in accordance herewith):



               10.1 If to the Company:




Time Warner Cable Inc.

60 Columbus Circle

New York, New York 10023

Attention: General Counsel

Facsimile: 212-364-8254




               10.2 If to you, to your residence address set forth on the records of the Company, with a copy
to:




Paul M. Ritter, Esq.

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Facsimile: 212.715.8091



22









 





          11. General.



               11.1 Governing Law. This Agreement shall be governed by and construed and enforced
in accordance with the substantive laws of the State of New York applicable to agreements made and
to be performed entirely in New York.



               11.2 Captions. The section headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Agreement.



               11.3 Entire Agreement. This Agreement, including Annexes A, B and C, set forth the
entire agreement and understanding of the Parties relating to the subject matter of this Agreement
and supersedes all prior agreements, arrangements and understandings, written or oral, between the
Parties.



               11.4 No Other Representations. No representation, promise or inducement has been
made by either party that is not embodied in this Agreement, and neither party shall be bound by or
be liable for any alleged representation, promise or inducement not so set forth.



               11.5 Assignability. This Agreement and your rights and obligations hereunder may not
be assigned by you and except as specifically contemplated in this Agreement, neither you, your
legal representative nor any beneficiary designated by you shall have any right, without the prior
written consent of the Company, to assign, transfer, pledge, hypothecate, anticipate or commute to
any person or entity any payment due in the future pursuant to any provision of this Agreement, and
any attempt to do so shall be void and shall not be recognized by the Company. The Company shall
assign its rights together with its obligations hereunder in connection with any sale, transfer or
other disposition of all or substantially all of the Company’s business and assets, whether by
merger, purchase of stock or assets or otherwise, as the case may be. Upon any such assignment, the
Company shall cause any such successor expressly to assume such obligations, and such rights and
obligations shall inure to and be binding upon any such successor. In addition, if in the event
that the assets of the Company are directly or indirectly combined (whether by merger, sale of
assets or stock, joint venture or otherwise) with the assets of another entity, whether or not the
Company has control over the



23









 




combined entity, the Company shall be in material breach of its obligations under this Agreement
if, at such time, you are employed as Chief Executive Officer of the Company and you are not
offered the position of Chief Executive Officer of such combined company.




               11.6 Amendments; Waivers. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended and the terms or covenants hereof may be waived only by written
instrument executed by both of the Parties hereto, or in the case of a waiver, by the party waiving
compliance; provided that, no such amendment or modification shall be effective solely as a result
of an e-mail exchange and shall require the manual signatures of an authorized representative of
the Company and yourself on a document expressly prepared to amend or modify this Agreement. The
failure of either party at any time or times to require performance of any provision hereof shall
in no manner affect such party’s right at a later time to enforce the same. No waiver by either
party of the breach of any term or covenant contained in this Agreement, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing waiver of any such
breach, or a waiver of the breach of any other term or covenant contained in this Agreement. In
addition, the Parties agree that the Board may delegate its authority under this Agreement to the
Compensation Committee or any other special committee of the Board that the Board deems appropriate
under the circumstances; provided that in no event shall you be required to report to any body
other than the Board.



               11.7 Remedies.



                    11.7.1 Specific Remedy. In addition to such other rights and remedies as the Company
may have at equity or in law with respect to any breach of this Agreement, if you commit a material
breach of any of the provisions of Section 9, the Company shall have the right and remedy to have
such provisions specifically enforced by any court having equity jurisdiction, it being
acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to
the Company.



                    11.7.2 Option, Stock and Other Compensation Forfeiture. In addition to the injunctive
remedies available to the Company pursuant to Section 11.7.1 above, you agree that in the event of
the termination of your employment for a “Covered Cause Event” (as defined below)(each a
“Forfeiture Event”), the Company shall be entitled



24









 




to the following additional remedies: (i) your options and any other equity or cash-based
awards granted on or after the Effective Date and within one year of the occurrence of the Covered
Cause Event shall be subject to the forfeiture and repayment conditions set forth on Annex C to
this Agreement and (ii) you shall repay to the Company, within sixty (60) days of written demand,
all Base Salary and Bonus previously made to you during the period in which you engaged in the
conduct giving rise to the Covered Cause Event. Notwithstanding any of the foregoing, the Board or
committee to whom the Board has delegated such matters shall retain sole discretion regarding
whether to seek the remedies set forth in this Section 11.7.2 and in Section 11.7.3. For purposes
of this Section 11.7.2 (I) a “Covered Cause Event” shall mean any conduct and/or activity falling
within sub-clauses (a), (c), (d), (e), (f)(other than a breach of Section 9.1.3 hereof or a
non-material breach of Sections 9.1.1 or 9.1.2 hereof) and (g) of the definition of “cause” set
forth in Section 4.1 above, (II) in the case of sub-clauses (a) (c), (d),(e) and (g) the conduct
has a significant adverse financial impact on the Company, (III) the reference to “felony” in
sub-clause (a) shall be limited solely to any acts or omissions arising in the performance of your
duties and responsibilities for, or matters involving the assets or property of, the Company or its
affiliates and (IV) for purposes of this Section 11.7.2, no act or failure to act will be
considered “willful” with respect to “cause” unless it has been done, or omitted to be done, by you
in bad faith and without reasonable belief that the action was in the best interests of the
Company; provided further that any act, or failure to act, based upon authority or instruction(s)
given to you pursuant to a resolution duly adopted by the Board, or based upon the advice of
counsel for the Company, will be conclusively presumed to be done or omitted to be done, by you in
good faith and in the best interests of the Company. Notwithstanding any other provision of this
Agreement to the contrary, and to the extent permitted by applicable law, the Company shall have
the right to offset against any amounts owed to you by the Company any repayment obligations or
liabilities that you may have under Sections 11.7.2 and 11.7.3 and Annex C of this Agreement. This
Section 11.7.2 and Annex C shall not apply unless the Company gives you written notice of its
exercise of its rights under this Section 11.7.2 and Annex C within ninety (90) days of the Board
becoming aware of the conduct giving rise to the Covered Cause Event; provided that other than in
the case of an ongoing course of conduct, the Company shall provide you with written notice within
eighteen (18) months of conduct giving rise to the Covered Cause Event, or in the case of the
cessation of an ongoing course of conduct, within eighteen (18) months of such cessation, and if it
fails to do so such conduct shall no longer provide a basis for any forfeiture pursuant to this
Section 11.7.2. In the event of a change



25









 






of ownership or control of the Company, or a change in the ownership of a substantial portion
of the assets of the Company (in each case as defined under Section 280G of the Code), no person or
entity acquiring such ownership or control may enforce the provisions of this Section 11.7.2
against you if at the time of such transaction such person or entity was aware of, or reasonably
should have known of, events or circumstances that would have given the Company grounds to have
terminated your employment for a Covered Cause Event.




                    11.7.3 Other Forfeitures of Compensation. You hereby acknowledge and agree that you
are subject to Section 304 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) and that
pursuant thereto you may under certain circumstances be obligated to pay back to the Company
certain amounts previously received by you. In addition, in connection with any grant, payment or
settlement made on your behalf (i.e., in connection with any incentive and/or performance based
compensation), based in whole or in part on the financial performance criteria of the Company, or
any division thereof, that are subsequently determined by the Board or a committee thereof to be
materially incorrect, you hereby agree that you shall pay back to the Company upon request of the
Board, the Board’s audit committee, or a committee of independent Board members, within sixty (60)
days of written demand, amounts previously received by you as bonuses or other incentive or equity
compensation, equal to the amount by which your compensation would have been reduced had the
performance criteria been correctly applied; it being understood that you shall retain any such
remaining compensation attributable to the correct application of such performance criteria.
Notwithstanding anything herein to the contrary, no amount shall be repaid by you more than once
under Section 11.7.2 and this Section 11.7.3. If, as a result of any determination hereunder, the
Board or a committee thereof determines that additional amounts may be due you and other
executives, based on the correct application of such performance criteria, such amounts shall be
paid to you in the calendar year in which such determination occurs.



                    11.7.4 Tax Liabilities with Respect to Forfeitures of Reimbursement Obligations.
Except to the extent required under the Sarbanes-Oxley Act, repayments to the Company of amounts
previously paid to you or of gain realized by you in connection with any option or equity award, as
may be provided for in Sections 11.7.2 and 11.7.3 and Annex C, shall be reduced by the Net Tax Cost
of amounts of previously



26









 




paid compensation and/or gain. “Net Tax Cost” shall mean the net amount of any federal,
foreign, state or local income and employment taxes paid by you in respect of the compensation or
gain received that is subject to reimbursement, after taking into account any and all available
deductions, credits or other offsets allowable to you (including, without limitation, any deduction
permitted under the claim of right doctrine), and regardless of whether you would be required to
amend any prior income or other tax returns, subject to your documentation that deductions, credits
or other offsets otherwise available or allowable to you could not be used as a result of your
actual tax position.




               11.8 Resolution of Disputes. Except as provided in the preceding Section 11.7, any
dispute or controversy arising with respect to this Agreement and your employment hereunder
(whether based on contract or tort or upon any federal, state or local statute, including but not
limited to claims asserted under the Age Discrimination in Employment Act, Title VII of the Civil
Rights Act of 1964, as amended, any state Fair Employment Practices Act and/or the Americans with
Disability Act) shall, at the election of either you or the Company, be submitted to JAMS for
resolution in arbitration in accordance with the rules and procedures of JAMS. Either party shall
make such election by delivering written notice thereof to the other party at any time (but not
later than 45 days after such party receives notice of the commencement of any administrative or
regulatory proceeding or the filing of any lawsuit relating to any such dispute or controversy) and
thereupon any such dispute or controversy shall be resolved only in accordance with the provisions
of this Section 11.8. Any such proceedings shall take place in New York City before a single
arbitrator (rather than a panel of arbitrators), pursuant to any streamlined or expedited (rather
than a comprehensive) arbitration process, before a non-judicial (rather than a judicial)
arbitrator, and in accordance with an arbitration process which, in the judgment of such
arbitrator, shall have the effect of reasonably limiting or reducing the cost of such arbitration.
The resolution of any such dispute or controversy by the arbitrator appointed in accordance with
the procedures of JAMS shall be final and binding. Judgment upon the award rendered by such
arbitrator may be entered in any court having jurisdiction thereof, and the Parties consent to the
jurisdiction of the New York courts for this purpose. The prevailing party shall be entitled to
recover the costs of arbitration (including reasonable attorneys’ fees and the fees of experts)
from the losing party; provided that each party shall bear its own costs (including
attorney’s fess and the fees of experts) with respect to any action arising under Section 11.7.2.
If at the time any dispute or controversy arises with respect to this Agreement, JAMS is not in
business or is



27









 




no longer providing arbitration services, then the American Arbitration Association shall be
substituted for JAMS for the purposes of the foregoing provisions of this Section 11.8. If you
shall be the prevailing party in such arbitration, the Company shall promptly pay, upon your
demand, all legal fees, court costs and other costs and expenses incurred by you in any legal
action seeking to enforce the award in any court.




               11.9 Beneficiaries. Whenever this Agreement provides for any payment to your estate,
such payment may be made instead to such beneficiary or beneficiaries as you may designate by
written notice to the Company. You shall have the right to revoke any such designation and to
redesignate a beneficiary or beneficiaries by written notice to the Company (and to any applicable
insurance company) to such effect.



               11.10 No Conflict. You represent and warrant to the Company that this Agreement is
legal, valid and binding upon you and the execution of this Agreement and the performance of your
obligations hereunder does not and will not constitute a breach of, or conflict with the terms or
provisions of, any agreement or understanding to which you are a party (including, without
limitation, any other employment agreement). The Company represents and warrants to you that this
Agreement is legal, valid and binding upon the Company and the execution of this Agreement and the
performance of the Company’s obligations hereunder does not and will not constitute a breach of, or
conflict with the terms or provisions of, any agreement or understanding to which the Company is a
party.



               11.11 Withholding Taxes. Payments made to you pursuant to this Agreement shall be
subject to withholding and social security taxes and other ordinary and customary payroll
deductions.



               11.12 No Offset. Except as provided by Section 11.7 and Annex C, neither you nor the
Company shall have any right to offset any amounts owed by one party hereunder against amounts owed
or claimed to be owed to such party, whether pursuant to this Agreement or otherwise, and you and
the Company shall make all the payments provided for in this Agreement in a timely manner.



               11.13 Severability. If any provision of this Agreement shall be held invalid, the
remainder of this Agreement shall not be affected thereby; provided,



28









 




however, that the Parties shall negotiate in good faith with respect to equitable modification
of the provision or application thereof held to be invalid. To the extent that it may effectively
do so under applicable law, each party hereby waives any provision of law which renders any
provision of this Agreement invalid, illegal or unenforceable in any respect.




               11.14 Survival. Sections 3.4, 4.8 8.3 and 9 through 11 shall survive any termination
of the term of employment by the Company pursuant to Sections 4.1, 4.3, or 4.4. Sections 3.4, 4.5,
4.8 and 8 through 11 shall survive any termination of the term of employment pursuant to Sections
4.2, 5 or 6.



               11.16 Definitions. The following terms are defined in this Agreement in the places
indicated:




Accountants — Section 4.8

affiliate — Section 4.2.3

Average Percentage — Section 4.2.1

Base Salary — Section 3.1

Board — Section 2.1

Bonus — Section 3.2

Bonus Plan — Section 3.2

Category III Affiliate — Section 9.2

cause — Section 4.1

Code — Section 3.4

Company — the first paragraph on page 1

Compensation Committee — Section 3.3.2

Competitive Entity — Section 9.2

Covered Cause Event — Section 11.7.2

Covered NEOs — Section 4.2.1

Designated Company — Section 9.2

Direct Affiliate — Section 9.2

Disability Date — Section 5

Disability Period — Section 5

Effective Date — the first paragraph on page 1

Effective Date of Termination—Section 4.2

Forfeiture Event — 11.7.2

GUL — Section 7

Individual Percentage —Section 4.2.1

Limited Vicarious Liability — Section 4.1

Net Tax Cost — Section 11.7.4



29









 






Notice Period — Section 4.4

Parties — the first paragraph on page 1

Payments — Section 4.8

Prior Agreement — the second paragraph on page 1

Rabbi Trust — Section 3.4

Restricted Period — Section 4.2.5

retirement-eligible treatment —Section 3.3.1

Sarbanes-Oxley Act — Section 11.7.3

separation from service — Section 4.6

Severance Period — Section 4.2.2

Severance Term Date — Section 4.2.2

Target Bonus — Section 3.2

Term Date — the second paragraph on page 1

term of employment — Section 1

termination without cause — Section 4.2.1

Trust Account — Section 3.4

TWE — Section 3.5

you — the first paragraph on page 1

your — the first paragraph on page 1

Work Product — Section 9.3



               11.17 Compliance with Section 409A. This Agreement is intended to comply with Section
409A of the Code and will be interpreted, administered and operated in a manner consistent with
that intent. Notwithstanding anything herein to the contrary, if at the time of your separation
from service with the Company you are a “specified employee” as defined in Section 409A of the Code
(and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a
result of such separation from service are subject to Section 409A of the Code, then the Company
will defer the commencement of the payment of any such payments or benefits hereunder (without any
reduction in such payments or benefits ultimately paid or provided to you) until the date that is
six months following your separation from service with the Company (or the earliest date as is
permitted under Section 409A of the Code), and the Company will pay any such delayed amounts in a
lump sum at such time. If any other payments of money or other benefits due to you hereunder could
cause the application of an accelerated or additional tax under Section 409A of the Code, such
payments or other benefits shall be deferred if deferral will make such payment or other benefits
compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be
restructured, to the extent possible, in a manner, determined by the Company, that does not cause
such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to



30









 




you under this Agreement constitute “deferred compensation” under Section 409A of the Code,
any such reimbursements or in-kind benefits shall be paid to you in a manner consistent with Treas.
Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a
“separate payment” within the meaning of Section 409A of the Code. References to “termination of
employment” and similar terms used in this Agreement are intended to refer to “separation from
service” within the meaning of Section 409A of the Code to the extent necessary to comply with
Section 409A of the Code. The Company shall consult with you in good faith regarding the
implementation of the provisions of this Section 11.17; provided that neither the Company nor any
of its employees or representatives shall have any liability to you with respect to thereto.




               11.18 Mutual Non-Disparagement. For a period of one year after the termination of
your employment with the Company, you shall not, directly or indirectly, disparage, make negative
statements about or act in any manner which is intended to or does damage to the goodwill of, or
the business or personal reputations of the Company or any of its affiliates, or those individuals
who serve or served as an officer or director of the Company or any of its affiliates on or after
the Effective Date. During such period, the senior executive team of the Company shall not,
directly or indirectly, disparage, make negative statements about or act in any manner which is
intended to or does damage your business or personal reputation. Nothing in this Section 11.18
shall prohibit or bar the Company or you from providing truthful testimony in any legal proceeding
or in communicating with any governmental agency or representative, or from making any truthful
disclosure required under law or from enforcing any rights under this Agreement (including any
violation by the other party of the provisions of this Section 11.18). It shall not be a violation
of this Section 11.18 if (i) you respond to any disparaging or negative statements about you or any
action which is intended to or does damage your business or personal reputation, in each case
resulting from acts or statements by the Company or its officers, directors or employees, in each
case so long as your response is otherwise truthful and not misleading or (ii) the Company responds
to any statements or actions by you in violation of this Section 11.18, so long as its response is
otherwise truthful and not misleading.



[Remainder of page intentionally left blank.]




31









 





          IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	TIME WARNER CABLE INC.

 	 
	 	 By   	/s/ Marc Lawrence-Apfelbaum
 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	 	/s/ Glenn A. Britt
 	 
	 	 	Glenn A. Britt 	 
	 	 	 
	 




32












 





ANNEX A — I




Time Warner Cable Inc. 2006 Stock Incentive Plan

Non-Qualified Stock Option Agreement,

For Use after the Separation Date




Time Warner Cable Inc.




Non-Qualified Stock Option Agreement




General Terms and Conditions




          WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby
incorporated by reference and made a part of this Agreement; and




          WHEREAS, the Committee has determined that it would be in the best interests of the Company
and its stockholders to grant the Option provided for herein to the Participant pursuant to the
Plan and the terms set forth herein.




          NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:




          1. Definitions. Whenever the following terms are used in this Agreement, they shall
have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the
same meanings as in the Plan.




               (a) “Cause” means “Cause” as defined in an employment, consulting, advisory or similar
agreement between the Company or any of its Affiliates and the Participant or, if not defined
therein or if there is no such agreement, “Cause” means (i) the Participant’s continued failure
substantially to perform such Participant’s duties (other than as a result of total or partial
incapacity due to physical or mental illness) for a period of ten (10) days following written
notice by the Company or any of its Affiliates to the Participant of such failure, (ii) dishonesty
in the performance of the Participant’s duties, (iii) the Participant’s conviction of, or plea of
nolo contendere to, a crime constituting (A) a felony under the laws of the United States or any
state thereof or (B) a misdemeanor involving moral turpitude, (iv) the Participant’s
insubordination, willful malfeasance or willful misconduct in connection with the Participant’s
duties or any act or omission which is injurious to the financial condition or business reputation
of the Company or any of its Affiliates, or (v) the Participant’s breach of any non-competition,
non-solicitation or confidentiality provisions to which the Participant is subject. The
determination of the Committee as to the existence of “Cause” will be conclusive on the Participant
and the Company.



               (b) “Disability” means, “Disability” as defined in an



33









 




employment, consulting, advisory or similar agreement between the Company or any of its
Affiliates and the Participant or, if not defined therein or if there shall be no such agreement,
“disability” of the Participant shall have the meaning ascribed to such term in the Company’s
long-term disability plan or policy, as in effect from time to time.




               (c) “Expiration Date” means the expiration date set forth on the Notice (as defined
below).



               (d) “Good Reason” means “Good Reason” as defined in an employment, consulting,
advisory or similar agreement between the Company or any of its Affiliates and the Participant or,
if not defined therein or if there is no such agreement, “Good Reason” means (i) a breach by the
Company or any Affiliate of any employment or consulting agreement to which the Participant is a
party and (ii) following a Change in Control, (x) the failure of the Company to pay or cause to be
paid the Participant’s base salary or annual bonus when due or (y) any substantial and sustained
diminution in the Participant’s authority or responsibilities materially inconsistent with the
Participant’s position; provided that either of the events described in clauses (x) and (y)
will constitute Good Reason only if the Company fails to cure such event within 30 days after
receipt from the Participant of written notice of the event which constitutes Good Reason;
provided, further, that “Good Reason” will cease to exist for an event on the
sixtieth (60th) day following the later of its occurrence or the Participant’s knowledge
thereof, unless the Participant has given the Company written notice of his or her termination of
employment for Good Reason prior to such date.



               (e) “Notice” means the Notice of Grant of Stock Option, which has been provided to the
Participant separately and which accompanies and forms a part of this Agreement.



               (f) “Participant” means an individual to whom Options as set forth in the Notice have
been awarded pursuant to the Plan and shall have the same meaning as may be assigned to the terms
“Holder” or “Participant” in the Plan.



               (g) “Plan” means the equity plan, as such plan may be amended, supplemented or
modified from time to time, maintained by the Company that is specified in the Notice.



               (h) “Retirement” means a voluntary termination of Employment by the Participant (i)
following the attainment of age 55 with ten (10) or more years of service as an employee or a
director with the Company or, with respect to any years of service before the Separation Date, any
Time Warner Affiliate or (ii) pursuant to a retirement plan or early retirement program of the
Company or any Affiliate.



               (i) “Time Warner Affiliate” means, during any period when the Company was consolidated
with Time Warner Inc. for financial reporting purposes, Time Warner Inc. and any entity that was
consolidated with Time Warner Inc. for financial reporting purposes or any other entity designated
by the Board in which Time Warner Inc. had a direct or indirect equity interest of at least twenty
percent (20%), measured by



34









 




reference to vote or value.




               (j) “Vested Portion” means, at any time, the portion of an Option which has become
vested, as described in Section 3 of this Agreement.



          2. Grant of Option. The Company hereby grants to the Participant the right and option
(the “Option”) to purchase, on the terms and conditions hereinafter set forth, the number
of Shares set forth on the Notice, subject to adjustment as set forth in the Plan. The purchase
price of the Shares subject to the Option (the
“Option Price”) shall be as set forth on the
Notice. The Option is intended to be a non-qualified stock option, and as such is not intended to
be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as
amended.




          3. Vesting of the Option.




               (a) In General. Subject to (i) the terms of any employment, consulting, advisory or
similar agreement entered into by the Participant and the Company or an Affiliate that provides for
treatment of Options that is more favorable to the Participant and (ii) Sections 3(b) and 3(c), the
Option shall vest and become exercisable at such times as are set forth in the Notice.



               (b) Change in Control. Notwithstanding the foregoing, in the event of a Change in
Control, the unvested portion of the Option, to the extent not previously canceled or forfeited,
shall immediately become vested and exercisable upon the earlier of (i) the first anniversary of
the Change in Control or (ii) the termination of the Participant’s Employment (A) by the Company
other than for Cause (unless such termination is due to death or Disability) or (B) by the
Participant for Good Reason.



               (c) Termination of Employment. If the Participant’s Employment with the Company and
its Affiliate terminates for any reason (including, unless otherwise determined by the Committee, a
Participant’s change in status from an employee to a non-employee (other than director of the
Company or any Affiliate)), the Option, to the extent not then vested, shall be immediately
canceled by the Company without consideration; provided, however, that if the
Participant’s Employment terminates due to death, Disability or Retirement, the unvested portion of
the Option, to the extent not previously canceled or forfeited, shall immediately become vested and
exercisable. The Vested Portion of the Option shall remain exercisable for the period set forth in
Section 4(a) of this Agreement. For purposes of this paragraph 5, a temporary leave of absence
shall not constitute a termination of Employment or a failure to be continuously employed by the
Company or any Affiliate regardless of the Participant’s payroll status during such leave of
absence if such leave of absence is approved in writing by the Company or any Affiliate subject to
the other terms and conditions of the Agreement and the Plan. Notice of any such approved leave of
absence should be sent to the Company, but such notice shall not be required for the leave of
absence to be considered approved.



35









 





          4. Exercise of Option.








               (a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, and
the terms of any employment, consulting, advisory or similar agreement entered into by the
Participant and the Company or an Affiliate that provides for treatment of Options that is more
favorable to the Participant than clauses (i) — (vii) of this Section 4(a), the Participant may
exercise all or any part of the Vested Portion of the Option at any time prior to the Expiration
Date. Notwithstanding the foregoing, if the Participant’s Employment terminates prior to the
Expiration Date, the Vested Portion of the Option shall remain exercisable for the period set forth
below. If the last day on which the Option may be exercised, whether the Expiration Date or due to
a termination of the Optionee’s Employment prior to the Expiration Date, is a Saturday, Sunday or
other day that is not a trading day on the New York Stock Exchange (the “NYSE”) or, if the
Company’s Shares are not then listed on the NYSE, such other stock exchange or trading system that
is the primary exchange on which the Company’s Shares are then traded, then the last day on which
the Option may be exercised shall be the preceding trading day on the NYSE or such other stock
exchange or trading system.




               (i) Death or Disability. If the Participant’s Employment with the Company or
its Affiliates terminates due to the Participant’s death or Disability, the Participant (or
his or her representative) may exercise the Vested Portion of the Option for a period
ending on the earlier of (A) three (3) years following the date of such termination and (B)
the Expiration Date;




               (ii) Retirement. If the Participant’s Employment with the Company or its
Affiliates terminates due to the Participant’s Retirement, the Participant may exercise the
Vested Portion of the Option for a period ending on the earlier of (A) five (5) years
following the date of such termination and (B) the Expiration Date; provided, that
if the Company or its Affiliates has given the Participant notice that the Participant’s
Employment is being terminated for Cause prior to the Participant’s election to terminate
due to the Participant’s Retirement, then the provisions of Section 4(a)(v) shall control;




               (iii) Unsatisfactory Performance; Voluntary Termination without Good Reason.
If the Participant’s Employment with the Company or its Affiliates is terminated by the
Company or its Affiliates (other than after a Change in Control as set forth in Section
4(a)(vi)) for unsatisfactory performance, but not for Cause (as determined in its sole
discretion by the Company), or the Participant voluntarily terminates Employment at any
time without Good Reason, the Participant may exercise the Vested Portion of the Option for
a period ending on the earlier of (A) three months following the date of such termination
and (B) the Expiration Date; provided, that if the Company or its Affiliates has
given the Participant notice that the Participant’s Employment is being terminated for
Cause prior to the Participant’s election to voluntarily terminate Employment without Good
Reason, then the provisions of Section 4(a)(v) shall control;




               (iv) Termination other than for Cause. Subject to the provision of Section
4(a)(vi), if the Participant’s Employment with the Company or



36









 






its Affiliates is terminated by the Company for any reason other than by the Company
or its Affiliates for Cause, unsatisfactory performance or due to the Participant’s death
or Disability, the Participant may exercise the Vested Portion of the Option for a period
ending on the earlier of (A) one year following the date of such termination and (B) the
Expiration Date;




               (v) Termination by the Company for Cause. If the Participant’s Employment with
the Company or its Affiliates is terminated by the Company or its Affiliates for Cause, the
Participant may exercise the Vested Portion of the Option for a period ending on the
earlier of (A) one month following the date of such termination and (B) the Expiration
Date; provided, however, that if the Participant is terminated by the Company or its
Affiliates for Cause on account of one or more acts of fraud, embezzlement or
misappropriation committed by the Participant, the Vested Portion of the Option shall
immediately terminate in full and cease to be exercisable;




               (vi) After a Change in Control. If the Participant’s Employment with the
Company or its Affiliate terminates after a Change in Control due to a termination by the
Company or its Affiliate other than for Cause or due to the Participant’s resignation for
Good Reason, the Participant may exercise the Vested Portion of the Option for a period
ending on the earlier of (A) one year following the date of such termination and (B) the
Expiration Date; and




               (vii) Transfers of Employment. If the Affiliate with which the Participant has
a service relationship ceases to be an Affiliate due to a sale or other disposition by the
Company or an Affiliate, the Option, to the extent not then vested, shall be immediately
canceled by the Company without consideration and the Participant may exercise the Vested
Portion of the Option for a period ending on the earlier of (A) one year following the date
of such transfer, sale, or other disposition and (B) the Expiration Date.



               (b) Method of Exercise.




               (i) Subject to Section 4(a) of this Agreement, the Vested Portion of an Option may be
exercised by delivering to the Company at its principal office written notice of intent to
so exercise; provided that the Option may be exercised with respect to whole Shares
only. Such notice shall specify the number of Shares for which the Option is being
exercised, shall be signed (whether or not in electronic form) by the person exercising the
Option and shall make provision for the payment of the Option Price. Payment of the
aggregate Option Price shall be paid to the Company, at the election of the Committee,
pursuant to one or more of the following methods: (A) in cash, or its equivalent; (B) by
transferring Shares having a Fair Market Value equal to the aggregate Option Price for the
Shares being purchased to the Company and satisfying such other requirements as may be
imposed by the Committee; provided that such Shares have been held by the
Participant for no less than six (6) months (or such other period as



37









 






established from time to time by the Committee or generally accepted accounting
principles); (C) partly in cash and partly in Shares; provided that such Shares
have been held by the Participant for no less than six (6) months (or such other period as
established from time to time by the Committee or generally accepted accounting
principles); or (D) if there is a public market for the Shares at such time, subject to
such rules as may be established by the Committee, through delivery of irrevocable
instructions to a broker to sell the Shares otherwise deliverable upon the exercise of the
Option and to deliver promptly to the Company an amount equal to the aggregate Option
Price. No Participant shall have any rights to dividends or other rights of a stockholder
with respect to the Shares subject to the Option until the issuance of the Shares.




               (ii) Notwithstanding any other provision of the Plan or this Agreement to the
contrary, absent an available exemption to registration or qualification, the Option may
not be exercised prior to the completion of any registration or qualification of the Option
or the Shares under applicable state and federal securities or other laws, or under any
ruling or regulation of any governmental body or national securities exchange that the
Committee shall in its sole reasonable discretion determine to be necessary or advisable.




               (iii) Upon the Company’s determination that the Option has been validly exercised as
to any of the Shares, the Company shall issue certificates in the Participant’s name for
such Shares. However, the Company shall not be liable to the Participant for damages
relating to any delays in issuing the certificates to the Participant, any loss by the
Participant of the certificates, or any mistakes or errors in the issuance of the
certificates or in the certificates themselves.




               (iv) In the event of the Participant’s death, the Vested Portion of an Option shall
remain vested and exercisable by the Participant’s executor or administrator, or the person
or persons to whom the Participant’s rights under this Agreement shall pass by will or by
the laws of descent and distribution as the case may be, to the extent set forth in Section
4(a) of this Agreement. Any heir or legatee of the Participant shall take rights herein
granted subject to the terms and conditions hereof.




               (v) At the discretion of the Board or the Committee, in accordance with procedures
established by the Board or the Committee (including with respect to compliance with
Section 409A of the Code), the Participant may be permitted to defer the delivery of Shares
otherwise deliverable upon the exercise of the Option.



          5. Right of Company to Terminate Employment. Nothing contained in the Plan or this
Agreement shall confer on any Participant any right to continue in the employ of the Company or any
of its Affiliates, and the Company and any such Affiliate shall have the right to terminate the
Employment of the Participant at any such time, with




38









 







or without cause, notwithstanding the fact that some or all of the Options covered by this
Agreement may be forfeited as a result of such termination. The granting of the Option under this
Agreement shall not confer on the Participant any right to any future Awards under the Plan.




          6. Legend on Certificates. The certificates representing the Shares purchased by
exercise of an Option shall be subject to such stop transfer orders and other restrictions as the
Committee may deem reasonably advisable under the Plan or the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares
are listed, any applicable federal or state laws and the Company’s Articles of Incorporation and
Bylaws, and the Committee may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.




          7. Transferability. Unless otherwise determined by the Committee, an Option may not be
assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the
Participant otherwise than by will or by the laws of descent and distribution, and any such
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void
and unenforceable against the Company or any Affiliate.




          8. Withholding. The Participant may be required to pay to the Company or its Affiliate
and the Company or its Affiliate shall have the right and is hereby authorized to withhold from any
payment due or transfer made under the Option or under the Plan or from any compensation or other
amount owing to a Participant the amount (in cash, Shares, other securities, other Awards or other
property) of any applicable withholding taxes in respect of the Option, its exercise, or any
payment or transfer under the Option or under the Plan and to take such action as may be necessary
in the option of the Company to satisfy all obligations for the payment of such taxes.




          9. Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of an
Option, the Participant will make or enter into such written representations, warranties and
agreements as the Committee may reasonably request in order to comply with applicable securities
laws or with this Agreement.




          10. Notices. Any notice under this Agreement shall be addressed to the Company in care
of its General Counsel at the principal executive office of the Company, with a copy to the
Director, Executive Compensation, at the principal executive office of the Company, and to the
Participant at the address appearing in the personnel records of the Company for the Participant or
to either party at such other address as either party hereto may hereafter designate in writing to
the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.




          11. Personal Data. The Company, the Participant’s local employer and the local
employer’s parent company or companies may hold, collect, use, process and transfer, in electronic
or other form, certain personal information about the Participant for




39









 







the exclusive purpose of implementing, administering and managing the Participant’s
participation in the Plan. Participant understands that the following personal information is
required for the above named purposes: his/her name, home address and telephone number, office
address (including department and employing entity) and telephone number, e-mail address,
citizenship, country of residence at the time of grant, work location country, system employee ID,
employee local ID, employment status (including international status code), supervisor (if
applicable), job code, title, salary, bonus target and bonuses paid (if applicable), termination
date and reason, tax payer’s identification number, tax equalization code, US Green Card holder
status, contract type (single/dual/multi), any shares of stock or directorships held in the
Company, details of all stock option grants (including number of grants, grant dates, exercise
price, vesting type, vesting dates, expiration dates, and any other information regarding options
that have been granted, canceled, vested, unvested, exercisable, exercised or outstanding) with
respect to the Participant, estimated tax withholding rate, brokerage account number (if
applicable), and brokerage fees (the “Data”). Participant understands that Data may be
collected from the Participant directly or, on Company’s request, from Participant’s local
employer. Participant understands that Data may be transferred to third parties assisting the
Company in the implementation, administration and management of the Plan, including the brokers
approved by the Company, the broker selected by the Participant from among such Company-approved
brokers (if applicable), tax consultants and the Company’s software providers (the “Data
Recipients”). Participant understands that some of these Data Recipients may be located outside
the Participant’s country of residence, and that the Data Recipient’s country may have different
data privacy laws and protections than the Participant’s country of residence. Participant
understands that the Data Recipients will receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing the
Participant’s participation in the Plan, including any requisite transfer of such Data as may be
required for the administration of the Plan and/or the subsequent holding of shares of common stock
on the Participant’s behalf by a broker or other third party with whom the Participant may elect to
deposit any shares of common stock acquired pursuant to the Plan. Participant understands that Data
will be held only as long as necessary to implement, administer and manage the Participant’s
participation in the Plan. Participant understands that Data may also be made available to public
authorities as required by law, e.g., to the U.S. government. Participant understands that the
Participant may, at any time, review Data and may provide updated Data or corrections to the Data
by written notice to the Company. Except to the extent the collection, use, processing or transfer
of Data is required by law, Participant may object to the collection, use, processing or transfer
of Data by contacting the Company in writing. Participant understands that such objection may
affect his/her ability to participate in the Plan. Participant understands that he/she may contact
the Company’s Stock Plan Administration to obtain more information on the consequences of such
objection.




          12. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of laws, and any and all
disputes between the Participant and the Company relating to the Option shall be brought only in a
state or federal court of competent jurisdiction sitting in Manhattan, New York, and the
Participant and the Company hereby




40









 







irrevocably submit to the jurisdiction of any such court and irrevocably agree that venue for
any such action shall be only in any such court.




          13. Entire Agreement. This Agreement, together with the Notice and the Plan, embodies
the entire agreement and understanding between the parties hereto with respect to the subject
matter hereof and supersedes all prior oral or written agreements and understandings relating to
the subject matter hereof. No statement, representation, warranty, covenant or agreement not
expressly set forth in this Agreement or the Notice shall affect or be used to interpret, change or
restrict, the express terms and provisions of this Agreement or the Notice; provided, that
this Agreement and the Notice shall be subject to and governed by the Plan, and in the event of any
inconsistency between the provisions of this Agreement or the Notice and the provisions of the
Plan, the provisions of the Plan shall govern.




          14. Modifications And Amendments. The terms and provisions of this Agreement and
the Notice may be modified or amended as provided in the Plan.




          15. Waivers And Consents. Except as provided in the Plan, the terms and provisions
of this Agreement and the Notice may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of such terms or
provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent
with respect to any other terms or provisions of this Agreement or the Notice, whether or not
similar. Each such waiver or consent shall be effective only in the specific instance and for the
purpose for which it was given, and shall not constitute a continuing waiver or consent.




          16. Reformation; Severability. If any provision of this Agreement or the Notice
(including any provision of the Plan that is incorporated herein by reference) shall hereafter be
held to be invalid, unenforceable or illegal, in whole or in part, in any jurisdiction under any
circumstances for any reason, (i) such provision shall be reformed to the minimum extent necessary
to cause such provision to be valid, enforceable and legal while preserving the intent of the
parties as expressed in, and the benefits of the parties provided by, this Agreement, the Notice
and the Plan or (ii) if such provision cannot be so reformed, such provision shall be severed from
this Agreement or the Notice and an equitable adjustment shall be made to this Agreement or the
Notice (including, without limitation, addition of necessary further provisions) so as to give
effect to the intent as so expressed and the benefits so provided. Such holding shall not affect or
impair the validity, enforceability or legality of such provision in any other jurisdiction or
under any other circumstances. Neither such holding nor such reformation or severance shall affect
the legality, validity or enforceability of any other provision of this Agreement, the Notice or
the Plan.




          17. Entry into Force. By entering into this Agreement, the Participant agrees and
acknowledges that (i) the Participant has received and read a copy of the Plan and (ii) the Option
is granted pursuant to the Plan and is therefore subject to all of the terms of the Plan.




41









 








          18. Changes in Capitalization and Other Regulations. The Option shall be subject to
all of the terms and provisions as provided in this Agreement and in the Plan, which are
incorporated by reference herein and made a part hereof, including, without limitation, the
provisions of Section 10 of the Plan (generally relating to adjustments to the number of Shares
subject to the Option, upon certain changes in capitalization and certain reorganizations and other
transactions).




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ANNEX A — II




[insert form stock option agreement]

I, <Participant Name>, am the Participant.

Participant has been granted nonqualified options (the “Stock Options”) to buy common stock of Time

Warner Cable Inc. (the “Company”) as follows:




	 	 	 	 	 
	 

	 	Date of Grant:
	 	<Grant Date>
	 

	 	Purchase Price Per Share:
	 	$<Grant price>
	 

	 	Total Number of Shares:
	 	<Number of Shares>
	 

	 	Grant Expiration Date:
	 	<Expiration Date>





Time Warner Cable and I agree that these options are granted under and governed by the terms and
conditions of the Time Warner Cable Inc. 2006 Stock Incentive Plan, as amended from time to time
(the “Plan”), this Notice and the Time Warner Cable Inc. Non-Qualified Stock Option Agreement (the
“Agreement”), all of which are incorporated by reference into, and made a part of this Notice, and
which I can access and review through the Fidelity website at www.netbenefits.fidelity.com. I am
also advised to refer to the prospectus that contains a description of the Plan (the “Prospectus”),
which also may be accessed through the Fidelity website.



I hereby consent to receive the Plan, the Agreement and the Prospectus, and other communications
related to the Plan, electronically via the Fidelity website, and I agree that I have had an
opportunity to review these records.



I understand that my Stock Options shall become vested and exercisable only in accordance with the
following vesting schedule, subject to the Plan and Agreement terms.




     Vesting Schedule: 25% upon each of the first four anniversaries of the date of the grant.


I understand that the vesting of my Stock Options will cease in certain circumstances, including
but not limited to, termination of employment, as provided in the Plan and Agreement.



I understand there is a limited time period to exercise my vested and exercisable Stock Options
following a termination of employment, and that if vested and exercisable Stock Options are not
exercised within the prescribed time period in the Agreement, they will be canceled and cannot be
exercised, as provided in the Plan and Agreement.



I understand that my unvested Stock Options will be canceled upon a termination of employment and
cannot ever be exercised, except as otherwise provided in the Plan and Agreement.



I understand that, in order to manage and administer my Stock Options, the Company will process,
use and transfer certain personal information about me, as detailed and described in Section 11 of
the Agreement, which is incorporated by reference into and made part of this Notice.



I further agree that I have read and will comply with the Company’s Securities Trading Policy (also
accessible on the Fidelity website), which I understand may be updated from time to time.



I understand that I may be entitled now and from time to time to receive certain other documents,
including the Company’s annual report to stockholders and proxy statements (which become available
each year approximately three months after the Company’s fiscal year end), and I hereby consent to
receive such documents electronically on the internet or as the Company directs.




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By signing below, I am indicating my agreement with each provision of this Notice and the
Agreement, which is part of this Notice.



Click on the “I Accept” button to show your intent to sign this Notice of Grant of Stock Options.




44









 








ANNEX B




RELEASE




               Pursuant to the terms of the Employment Agreement made as of                               , between TIME
WARNER CABLE INC. (the “Company”) and the undersigned (the “Agreement”), and in consideration of
the payments made to me and other benefits to be received by me pursuant thereto, I, [Name], being
of lawful age, do hereby release and forever discharge the Company and any successors,
subsidiaries, affiliates, related entities, predecessors, merged entities and parent entities and
their respective officers, directors, shareholders, employees, benefit plan administrators and
trustees, agents, attorneys, insurers, representatives, affiliates, successors and assigns from any
and all actions, causes of action, claims, or demands for general, special or punitive damages,
attorney’s fees, expenses, or other compensation or damages (collectively, “Claims”), which in any
way relate to or arise out of my employment with the Company or any of its subsidiaries or the
termination of such employment, which I may now or hereafter have under any federal, state or local
law, regulation or order, including without limitation, Claims related to any stock options held by
me or granted to me by the Company that are scheduled to vest subsequent to my termination of
employment (except for those stock options scheduled to vest after the date of my termination under
Section 8 of the Agreement) and Claims under the Age Discrimination in Employment Act (with the
exception of Claims that may arise after the date I sign this Release), Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family
and Medical Leave Act, the Worker Adjustment Retraining and Notification Act, the Employee
Retirement Income Security Act, the New York State Human Rights Law, the New York City Human Rights
Law (each as amended through and including the date of this Release); as well as any other claims
under state contract or tort law, including, but not limited to, claims for employment
discrimination, wrongful termination, constructive termination, violation of public policy, breach
of any express or implied contract, breach of any implied covenant, fraud, intentional or negligent
misrepresentation, emotional distress, slander, and invasion of privacy; provided, however, that
the execution of this Release shall not prevent the undersigned from bringing a lawsuit against the
Company to enforce its obligations under the Agreement; provided further, that the execution of
this Release does not release any rights I may have against the Company for indemnification under
the Agreement or any other agreement, plan or arrangement.



45









 





               I acknowledge that I have been given at least twenty-one (21) days from the day I received a
copy of this Release to sign it and that I have been advised to consult an attorney. I understand
that I have the right to revoke my consent to this Release for seven (7) days following my signing.
This Release shall not become effective or enforceable until the expiration of the seven-day
period following the date it is signed by me.



               I ALSO ACKNOWLEDGE THAT BY SIGNING THIS RELEASE I MAY BE GIVING UP VALUABLE LEGAL RIGHTS AND
THAT I HAVE BEEN ADVISED TO CONSULT A LAWYER BEFORE SIGNING. I further state that I have read this
document and the Agreement referred to herein, that I know the contents of both and that I have
executed the same as my own free act.



          WITNESS my hand this            day of                          ,      




                                                                           
                              



46









 







ANNEX C




               As provided for in Section 11.7 of this Employment Agreement, and unless otherwise determined
by the Company’s Board or a committee thereof, if the Board or a committee thereof determines that
a Forfeiture Event has occurred, the options (“Options”) or other equity awards (“Other Equity
Awards”), or other cash-based awards, in all cases subject to Section 11.7.2(i) shall be subject
to the following forfeiture conditions, at the discretion of the Board or a committee thereof, to
which you, by accepting such Options or Other Equity Awards, hereby agree:



               (i) The unexercised portion of the Options and any Other Equity Awards, and any other
cash-based award, in all cases not otherwise settled or paid (in each case, both unvested and
vested, if any) will immediately be forfeited and canceled without payment upon the occurrence of
the Forfeiture Event; and



               (ii) You will be obligated to repay to the Company, in cash, within sixty (60) days after
written demand is made therefore by the Company (the “Notice Date”), an amount equal to (A) the
total amount of Award Gain (as defined herein) realized by you upon each exercise of Options and
the value you have received with respect to any settlement or payment in connection with any Other
Equity Awards, or any other cash-based award, in each case on or after the date that the acts
giving rise to the Forfeiture Event commenced or occurred (the “Forfeiture Date”), and (B) the fair
market value of all Other Equity Awards awarded to you or which have become vested, in each case on
or after the Forfeiture Date; provided that the return to the Company of such Other Equity Awards
shall satisfy your repayment obligations with respect to amounts owed pursuant to this sub-clause
(B). “Award Gain” shall mean the product of (x) the fair market value per share of stock at the
date of such Option exercise or exercise of Other Equity Awards (without regard to any subsequent
change in the market price of such share of stock) minus the exercise price times (y) the number of
shares as to which the Options and Other Equity Awards were exercised at that date.




47