exv10w43






EXHIBIT
10.43




THIRD AMENDMENT

TO EMPLOYMENT AGREEMENT




     This Third Amendment (“Third Amendment”) to the Employment Agreement dated June 1, 2000 by and
between TIME WARNER ENTERTAINMENT COMPANY, L.P., a subsidiary of Time Warner Cable Inc., and Mike
LaJoie (the “Employment Agreement”) is made effective as of January 1, 2010.



     Each of the parties hereto, intending to be legally bound, hereby agrees that the Employment
Agreement shall be amended as follows:




	 	1.	 	Section 2.2 of the Employment Agreement shall be amended by: (a)
deleting each reference to “and Time Warner Inc.’s (“TWI”)” and “and TWI”, and (b)
replacing the reference to “TWI’s Statement of Corporate Policy and Compliance
Program Manual” with “the Company’s Standards of Business Conduct”.






     2.      Section 2.3 of the Employment Agreement shall be amended by deleting the words “is
considered” and replacing them with the words “continues to be treated as”.





     3.      Section 3.5 of the Employment Agreement shall be amended by deleting the words
“By-Laws of Time Warner Inc. and the Partnership Agreement of Time Warner Entertainment
Company, L.P.” and replacing them with the following:




“Certificate of Incorporation and By-Laws of the Company and the applicable
indemnification provisions contained in the Time Warner Entertainment
Company, L.P. Agreement of Limited Partnership, dated October 29, 1991, as
amended”





     4.      Section 4 of the Employment Agreement shall be amended by deleting the words “and
upon such termination to make an election”.




     5.      Section 4.2.2 of the Employment Agreement shall be amended by adding the following
phrase at the end of the second sentence:




“; provided that, the portion of the Annual Bonus payment related to active
service in the year that Executive’s termination of employment occurs, shall
be calculated based on the actual performance of the Company and Executive
(and Region if applicable), whereas the
Executive’s individual performance score shall be equal to the Company’s
performance score (and the Region’s performance score if applicable).”



 









 





     6.      Section 4.11.1 of the Employment Agreement shall be amended by adding a new Section
4.11.1.3 as follows:




“4.11.1.3. If the commencement of the Transition Period is determined to be
a separation from service (within the meaning of Section 409A of the Code),
any Annual Bonus payment (1) related to the year that Executive’s separation
from service occurs, but excluding any portion of such year identified as
the Transition Period, shall be calculated based on the actual performance
of the Company and Executive (and Region if applicable), whereas the
Executive’s individual performance score shall be equal to the Company’s
performance score (and the Region’s performance score if applicable), and
(2) related to the Transition Period, shall be calculated based on the
greater of the Executive’s Target Bonus and the average of the two most
recent full year Annual Bonuses. All payments of bonuses pursuant to this
subsection shall be made at the times set forth in Section 3.2”





     7.      Sections 5 and 6 of the Employment Agreement shall be amended by deleting the
following parenthetical:




“(subject to the proviso set forth in Section 4.2.1(b))”





     8.      Section 8.1.4 of the Employment Agreement shall be amended by deleting the term
“Affiliated Person” in the last sentence and replacing it with the following:




“entity for which the Executive serves or expects to serve as an Affiliated
Person.”




     9.      Section 10.1 of the Employment Agreement shall be amended by deleting the address
“290 Harbor Drive, Stamford, Connecticut 06902-6732” and replacing it with the following
address: “60 Columbus Circle, New York, New York 10023”.





     10.      Section 11.14.2 of the Employment Agreement shall be amended to delete the first
sentence in its entirety and replace it with the following sentence:


2









 







“The parties agree that the arbitration hearing pursuant to this Section
11.14 shall take place in New York, New York.”





     11.      The parties agree that Exhibit A of the Employment Agreement (form of Release)
shall be appropriately modified, if and when applicable, to reflect the foregoing amended
terms of the Employment Agreement.



     Except as expressly provided in this Third Amendment, all other provisions of the Employment
Agreement, as amended, shall remain in full force and effect.



[Remainder of page intentionally left blank.

Signatures on following page.]




3









 







     IN WITNESS WHEREOF, each of the parties hereto has caused this Second Amendment to be duly
executed effective as of the date first written above.



	 	 	 	 	 
	TIME WARNER ENTERTAINMENT COMPANY, L.P.,

a subsidiary of Time Warner Cable Inc.
	 
	 	 	 	 
	By:

	 	     /s/ Tomas Mathews
	 	December 18, 2009
	 

	 	 
	 	 
	 

	 	     Tomas Mathews
	 	Date
	 

	 	     Executive Vice President, Human Resources	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Agreed and Accepted:
	 
	 	 	 	 
	EXECUTIVE
	 
	 	 	 	 
	By:

	 	     /s/ Mike LaJoie
	 	December 18, 2009
	 

	 	 
	 	 
	 

	 	     Mike LaJoie
	 	Date







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