exv10w2






Exhibit 10.2




EMPLOYMENT AGREEMENT




          EMPLOYMENT AGREEMENT (the “Agreement”) made as of May 31, 2011, effective as of
December 14, 2010 (the “Effective Date”), between TIME WARNER CABLE INC. (the “Company”), a
Delaware corporation, and ROBERT D. MARCUS (“you” or “your”). This Agreement supersedes your
employment agreement with the Company that was effective January I, 2010 (the “Original Effective
Date”).




          You and the Company desire to set forth the terms and conditions of your employment by the
Company and agree as follows:




          1. Term of Agreement. The term of this Agreement shall be for the period beginning on
the Effective Date and ending on December 31, 2013 (the “Term”), subject, however, to earlier
termination as set forth in this Agreement.




          2. Employment. During the Term, (a) you shall serve as President and Chief Operating
Officer of the Company, and you shall have the authority, functions, duties, powers and
responsibilities normally associated with such position (including, without limitation, the
authority, functions, duties, powers and responsibilities you hold as of the date hereof), and such
other title, authority, functions, duties, powers and responsibilities as may be assigned to you
from time to time by the Company consistent with your senior position with the Company; (b) your
services shall be rendered on a substantially full-time, exclusive basis and you will apply on a
full-time basis all of your skill and experience to the performance of your duties; (c) you shall
report solely to Glenn A. Britt (in his capacity as the Chief Executive Officer of the Company) or
the Company’s Board of Directors; (d) you shall have no other employment and, without the prior
written consent of the Chief Executive Officer of the Company, no outside business activities which
require the devotion of substantial amounts of your time; (e) you shall adhere to the Company’s
policies in effect during your employment, including its Standards of Business Conduct, Insider
Trading Policy, and the stock ownership or retention guidelines adopted by the Company, if any; and
(f) the place for the performance of your services shall be at the Company’s principal corporate
offices in the New York metropolitan area, subject to such reasonable travel as may be required in
the performance of your duties. For purposes of this Section 2, “Company” shall mean either Time
Warner Cable Inc. or, if Time Warner Cable Inc. becomes a controlled subsidiary of another entity,
then the ultimate parent company of Time




 









 




Warner Cable Inc. The foregoing shall be subject to the Company’s written policies, as in effect
from time to time, regarding vacations, holidays, illness and the like.




          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 during the Term (“Base Salary”). The Company may increase, but not
decrease, your Base Salary during the Term. Base Salary shall be paid in accordance with the
Company’s customary payroll practices.



               3.2. Bonus. In addition to Base Salary, the Company typically pays its executives an
annual cash bonus (“Bonus”). Although your Bonus is fully discretionary, during the Term your
target annual Bonus (“Target Bonus”) will be $2,500,000 or such other higher amount as approved
each year by the Compensation Committee of the Company’s Board of Directors (“Compensation
Committee”), pro-rated with respect to partial years. Each year, the Company’s performance and your
personal performance will be considered in the context of your executive duties and any individual
goals set for you, and your actual Bonus will be determined. Although as a general matter the
Company expects to pay bonuses at the target level in cases of satisfactory performance, it does
not commit to do so, and your Bonus may be higher or lower than your Target Bonus. 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 at the same time as bonuses
are paid to other senior executives.



               3.3. Long-term Incentive Compensation. For each year of the Term, the Company shall
provide you with long-term incentive compensation with a target value of at least approximately
$4,500,000 through a mix of stock options, restricted stock, restricted stock units (RSUs), other
forms of equity compensation, cash-based long-term plans or other components as may be determined
by the Compensation Committee from time to time in its sole discretion (“Long-term Incentive
Awards”), subject to the terms of any Company plans governing the granting of Long-term Incentive
Awards, and the terms of any related award agreements in accordance with the Company’s customary
practices.



               3.4. Additional Compensation Plans. In addition to the above compensation, and at the
Company’s discretion, you will be eligible to participate in other compensation plans and programs
available to executives at your level (“Additional Compensation Plans”). The Company shall maintain
full discretion to amend, modify or



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terminate such Additional Compensation Plans, and full discretion over the decision to award you
compensation under such Additional Compensation Plans and the amount of such an award, if any.




               3.5. Indemnification. You shall be entitled throughout the Term (and after the end
of the Term, to the extent relating to service during your employment) to the benefit of the
indemnification provisions contained on the date hereof in the Restated Certificate of
Incorporation and By-laws of Time Warner Cable Inc. (not including any amendments or additions
after the date hereof that limit or narrow, but including any that add to or broaden, the
protection afforded to you by those provisions).



          4. Termination.




               4.1. Termination for Cause; Voluntary Resignation. The Company may terminate your
employment for “cause” and you may voluntarily resign your employment prior to the expiration of
the Term. Upon the termination of your employment for cause or your voluntary resignation, all of
the obligations under this Agreement shall terminate, other than the Company’s obligations set
forth below in Section 4.1.2 and the provisions identified in Section 10.13 (Survival).



                    4.1.1. Definition of 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
material obligations under this Agreement (other than any such failure resulting from your
incapacity due to physical or mental impairment); (c) willful misappropriation, embezzlement, fraud
or any reckless or willful destruction of Company property having a significant adverse financial
effect on the Company or a significant adverse effect on the Company’s reputation; (d) willful and
material breach of any statutory or common law duty of loyalty to the Company having a significant
adverse financial effect on the Company or a significant adverse effect on the Company’s
reputation; (e) material and willful breach of any of the restrictive covenants provided for in
Section 8 (Restrictive Covenants) below; or (f) 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



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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 your material duties with the Company including any one or more of
your material obligations under this Agreement, and (ii) 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 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.




                    4.1.2. Obligations Upon Termination For Cause or Voluntary Resignation. In the
event of your termination of employment by the Company for cause or your voluntary resignation,
without prejudice to any other rights or remedies that the Company may have at law or in equity,
the Company shall have no further obligation to you other than (i) to pay Base Salary through the
effective date of termination, (ii) with respect to any rights you have pursuant to any insurance
or other benefit plans or arrangements of the Company, (iii) with respect to any rights to
indemnification that you may have under Section 3.5 above, and (iv) if your employment is
terminated pursuant to Sections 4.1.1(b) or 4.1.1(f) above, the Company shall pay you any Bonus
for any year prior to the year in which such termination of employment occurs that has been
determined but not yet paid as of the date of such termination of employment. You hereby disclaim
any right to receive a pro rata portion of any Bonus with respect to the year in which such
termination or resignation occurs. Payments of Base Salary 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 (Base Salary) if your employment had not been terminated.



               4.2. Termination by You for Good Reason and Termination by the Company Without
Cause. Unless previously terminated pursuant to any other provision of this Agreement, you
shall have the right, exercisable by written notice to the Company, to terminate your employment
for “Good Reason” effective 15 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 without
your express written consent; 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



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termination delivered by you pursuant to this Section 4.2 and within such 15-day period the Company
shall have cured all such material breaches. Any such notice of termination for Good Reason must be
provided to the Company within 90 days of any material breach of the Agreement. A material breach
by the Company shall include, but not be limited to, (i) the Company’s violation of Sections 2(a),
2(c) or 2(f) with respect to your title, reporting lines, authority, functions, duties, powers,
responsibilities or place of employment, or (ii) the Company failing to cause any successor to ail
or substantially all of the business and assets of the Company expressly to assume the obligations
of the Company under this Agreement as provided by Section 10.4 (Assignability). The Company shall
have the right, exercisable by written notice to you, to terminate your employment under this
Agreement without cause, which notice shall specify the effective date of such termination.




                    4.2.1. Termination Benefits. After the effective date of a termination of employment
without cause or for Good Reason pursuant to this Section 4.2, 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 for the Company for the year of termination,
provided that, if applicable, your individual performance score shall be equal to the Company’s
performance score or, if multiple performance measures are used, the weighted average of the
Company’s performance scores, as determined by the Company. Your pro rata Bonus pursuant to this
Section 4.2.1 shall be paid to you at the times set forth in Section 4.5 (Payments).



                    4.2.2. Severance Benefits. After the effective date of a termination of employment
without cause or for Good Reason pursuant to Section 4.2, you shall continue to receive Base Salary
and Bonus compensation and the post-termination benefits specified in Section 7.2 for a period
ending on the date which is 24 months after the effective date of such termination (the “Severance
Period”). During the Severance Period you shall be entitled to receive, whether or not you become
disabled during the Severance Period, (a) Base Salary at an annual rate equal to your Base Salary
in effect immediately prior to the notice of termination, and (b) an annual Bonus in respect of
each calendar year or portion thereof (in which case a pro rata portion of such Bonus will be
payable) during the Severance Period equal to your Target Bonus in effect immediately prior to the
notice of termination. Payments made pursuant to this Section 4.2.2 shall be paid to you at the
times set forth in Section 4.5 (Payments). Effective as of the date of your termination of
employment pursuant to Section 4.2, any outstanding Long-term Incentive Awards granted on or after
the Original Effective Date and before the expiration of the Term shall immediately vest in full
and any stock option awards



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granted during such period shall become immediately exercisable for the time periods set forth
in the respective stock option award agreements, provided  that, if any such Long-term
Incentive Awards or stock options are subject to a performance requirement that has not been
satisfied and certified by the Board of Directors on the date of your termination of employment,
such Long-term Incentive Awards or stock options shall not be immediately vested and exercisable,
but shall become fully vested and exercisable upon satisfaction of such performance requirement and
certification by the Board of Directors (or, if applicable, upon deemed satisfaction of such
performance requirements pursuant to the terms of the Long-term Incentive Awards or stock options).




                    4.2.2.1. Other Full-Time Employment or Death During the Severance Period. Except as
provided in the following sentence, if you accept other full-time employment, excluding employment
with an affiliate (“Other Employment”) during the Severance Period or notify the Company in writing
of your intention to terminate your post-termination benefits under Section 7.2, 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, the continuation of the post-termination health and
welfare benefits specified in Section 7.2 shall terminate, but you shall continue to receive the
remaining payments you would have received pursuant to Section 4.2.2 at the times specified
therein. Notwithstanding the foregoing, if you accept employment with any not-for-profit
organization, as defined by Internal Revenue Code (“Code”) Section 501(c), then you shall be
entitled to continue to receive the post-termination health and welfare benefits specified in
Section 7.2 and the payments as provided in the first sentence of Section 4.2.2. Furthermore, if
you accept employment with any affiliate of the Company or die during the Severance Period, then
the payments provided for in Section 4.2.2 shall immediately cease and you (or your estate or
designated beneficiary(ies)) shall not be entitled to any further payments; provided that you shall
be entitled to a prorated Target Bonus for the year in which your employment by the affiliate
commences or the year of your death, as applicable, based on the number of whole or partial months
in such calendar year prior to the date of your employment by the affiliate or the date of your
death, as determined by the Company. 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. For purposes of enforcing the terms of this Section 4.2.2.1, you
acknowledge and agree that you will provide the Company with written notice of your intent to
accept Other Employment, other part-time employment, other employment by a not-for-profit entity,
or employment by an affiliate, including, the identity of the entity or person you intend to be
employed by, the anticipated start date of your employment and a contact at such entity who



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can verify your employment terms. Any income from any Other Employment you may obtain shall not be
applied to reduce the Company’s obligations under this Agreement.




                    4.2.3. Termination of Employment Upon Change In Control. Notwithstanding the
foregoing, if your employment is terminated pursuant to Section 4.2 hereof (a) within 24 months
following a Change In Control (as defined in the Time Warner Cable 2006 Stock Incentive Plan or any
successor plan) or (b) following the Company’s execution of an applicable merger, acquisition, sale
or other agreement providing for a Change In Control (a “CIC Agreement”) but before the date that
is 24 months after a Change In Control (or, if earlier, the expiration or termination of the CIC
Agreement without a Change In Control), you shall (i) receive the severance benefits provided in
Section 4.2.2, provided that, for purposes of this sub-clause (i) and sub-clause (ii) of this
Section only, your Severance Period under such circumstances shall be 36 months rather than 24
months, and (ii) receive the post-termination benefits provided in Section 7.2; provided that for
purposes of Section 7.2(b) your Severance Period shall be 24 months. Any employment terminations
for “cause” pursuant to Sections 4.1.1(b) or 4.1.1(f) above within 24 months following a Change
In Control shall be deemed terminations without cause for purposes of severance benefits (as
provided in sub-clauses (i) and (ii) above) and treatment of the Company’s (or any successor’s)
outstanding equity awards or other Long-term Incentive Awards that are outstanding as of the
employment termination date.



               4.3. Expiration of Term. If at the expiration of the Term, your 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 in a signed writing to an extension
or renewal of this Agreement or on the terms of a new employment agreement, then this Agreement
shall expire and your employment shall continue on an at-will basis. As an at-will employee, upon
the termination of your employment without cause, (a) you shall be eligible for participation in
any executive-level severance plan or program offered by the Company that will provide a minimum
severance benefit equal to twelve (12) months Base Salary and Target Bonus, subject to your
execution and delivery of a full release to the Company substantially in the form attached hereto
as Annex A or such other form of release as may be implemented for such executive-level severance
plan or program, (b) you shall receive immediate vesting in full of any outstanding equity awards
or other Long-term Incentive Awards granted on and after the Original Effective Date and before the
expiration of the Term and any stock option awards granted during such period shall become
immediately exercisable for the time periods set forth in the respective stock option award
agreements, and (c) any equity awards granted before the Original Effective Date shall continue to
vest for a period that is equal to 24



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months after the date of your termination of employment without cause (consistent with the pro-rata
vesting terms set forth in Section 7.2(e) below); provided that, any stock option awards
that are scheduled to vest on or before the end of such 24-month period shall vest upon the earlier
of (i) the original vesting date of the stock option award, (ii) your commencement of Other
Employment, and (iii) the end of such 24-month period; provided further that, vested stock
options shall remain exercisable until a date that is three years after the earlier of (x) your
commencement of Other Employment and (y) the end of such 24-month period, but not beyond the term
of such options; provided further that, if any Long-term Incentive Awards or stock options granted
on and after the Original Effective Date and before the expiration of the Term are subject to a
performance requirement that has not been satisfied and certified by the Board of Directors on the
date of your termination of employment, such Long-term Incentive Awards or stock options shall not
be immediately vested and exercisable, but shall become fully vested and exercisable upon
satisfaction of such performance requirement and certification by the Board of Directors (or, if
applicable, upon deemed satisfaction of such performance requirements pursuant to the terms of the
Long-term Incentive Awards or stock options).




               4.4. Release. A condition precedent to the Company’s obligation to make the payments
associated with a termination of employment pursuant to Sections 4.2 (Termination Without Cause or
For Good Reason), 4.3 (Expiration of Term) and 5.1 (Disability) shall be your execution and
delivery of a release of all claims substantially in the form attached hereto as Annex A, as may be
revised from time to time as necessary to reflect changes in federal or state laws to ensure that
such release is valid. Such release must be signed by you and returned to the Company no later than
45 days after your separation from service with the Company. If you shall 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 provided in Section 4.2.2 or Section 4.3 or Disability Period
(defined below) payments under the Agreement and you shall reimburse the Company for any such
payments made to you in anticipation of your execution of the release or prior to the revocation of
such release.



               4.5. Payments. Payments of Base Salary and Bonus required to be made to you after a
termination of employment pursuant to Sections 4, 5 or 6 shall be made at the same times as such
payments otherwise would have been paid to you pursuant to Sections 3.1 (Base Salary) and 3.2
(Bonus) if your employment had not been terminated, or such other time as required for compliance
with Code Section 409A as set forth in Section 10.15 below.



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               4.6. Code §§ 280G and 4999. Notwithstanding anything to the
contrary contained in this Agreement, to the extent that any amount, stock option, restricted
stock, RSUs, other equity awards or benefits paid or distributed to you pursuant to this Agreement
or any other agreement or arrangement between the Company and you (collectively, the “280G
Payments”) (a) constitute a “parachute payment” within the meaning of Section 280G of the Code and
(b) but for this Section 4.6, would be subject to the excise tax imposed by Section 4999 of the
Code, then the 280G Payments shall be payable either (i) in full or (ii) in such lesser amount
which would result in no portion of such 280G 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 (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, as well as any reasonable legal or accountant expenses, or any
additional taxes, that you may incur as a result of any calculation errors made by the Accountant
and/or the Company in connection with the Code Section 4999 excise tax analysis contemplated by
this Section.



                    4.6.1. Additional 280G Payments. If you receive reduced 280G Payments by reason of
this Section 4.6 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 aggregate additional
amount which could have been paid without resulting in an excise tax as soon as practicable.



                    4.6.2. Review of Accountant Determinations. The parties agree to cooperate generally
and in good faith with respect to (i) the review and determinations to be



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undertaken by the Accountants as set forth in this Section 4.6 and (ii) any audit, claim or
other proceeding brought by the Internal Revenue Service or similar state authority to review or
contest or otherwise related to the determinations of the Accountants as provided for in this
Section 4.6, 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 4.6.




                    4.6.3. Order of 280G Payment Reduction. The reduction of 280G 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
health and welfare or similar 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 than 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 and prior to the delivery of any
notice of termination of employment pursuant to Section 4, 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
(including Bonus) 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 the “Disability Date”), in
lieu of or offset by any payments received by you from Worker’s Compensation insurance, Social
Security, and short- or long-term disability insurance benefits maintained by the Company; provided
that, if you die prior to the Disability Date, you are not entitled to any further payments after
such date, except as provided in Section 6 below. If you have not resumed your usual duties on or
prior to the Disability Date, the Company shall terminate your employment effective as of the
Disability Date and pay you a pro rata Bonus based on actual



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achievement of the performance criteria established for the Company, provided that your individual
performance score shall be equal to the Company’s performance score, for the year in which the
Disability Date occurs. Thereafter the Company shall pay you disability benefits for a period of
time equal to the Severance Period defined in Section 4.2.2 (the “Disability Period”), in an annual
amount equal to 75% of your Base Salary and Target Bonus in effect as of the Disability Date. All
payments pursuant to this Section 5.1 shall be made at the times specified in Section 4.5
(Payments).




               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 reinstate you to full-time employment at
your compensation rate in effect as of the Disability Date. If the Company elects to rehire you,
then the Disability Period payments described in Section 5.1 shall cease and this Agreement shall
be reinstated in all respects and the Term shall not be extended by virtue of the occurrence of the
Disability Period. If the Company elects not to rehire you, during any balance of your Disability
Period, you shall be entitled to receipt of the payments described in Section 5.1 and you may
obtain Other Employment, subject, however, to the following: (i) you shall perform advisory
services to the Company during any balance of the Disability Period and (ii) you shall not be
entitled to the post-termination health and welfare benefits provided in Section 7.2 if you obtain
Other Employment during the balance of your Disability Period. The advisory services referred to in
clause (i) of the immediately preceding sentence shall consist of rendering advice concerning
strategic matters as requested by the Company, 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 any Other Employment you may
obtain during the balance of the Disability Period 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 this Section 5 an amount equal
to all disability payments received by you during the Disability Period from any Worker’s
Compensation insurance, Social Security and short- or long-term disability insurance benefits
maintained by the Company; provided, however, that for so long as, and to the 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



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income taxes applicable to individuals at the time of receipt of such payments. For purposes of
clarity, you acknowledge and agree that Sections 4.2 (Termination Without Cause or For Good Reason)
and 4.3 (Expiration of Term) shall not apply during the Disability Period and you shall not be
entitled to any other notice and severance benefits under this Agreement or otherwise, or to
receive or be paid for any accrued vacation time or unused sabbatical, unless payment of such
accrued, but unused vacation benefits is otherwise required by state law. Notwithstanding the
foregoing, if you die during the Disability Period, the payments provided for in Section 5.1 shall
immediately cease and your estate (or designated beneficiary(ies)) shall not be entitled to any
further payments; provided that, you shall be entitled to 75% of a prorated Target Bonus for the
year in which your death occurs, based on the number of whole or partial months in such calendar
year prior to the date of your death, as determined by the Company in its sole discretion.




          6. Death. If you die during the Term, 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 and Bonus compensation (at the time bonuses are normally paid) based on the actual
achievement of the performance criteria established for the Company, provided that your individual
performance score shall be equal to the Company’s performance score, but prorated according to the
number of whole or partial months you were employed by the Company in such calendar year.




          7. Other Benefits.




               7.1. 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 and so long as you are an employee of the
Company, you shall be eligible to participate in any pension, excess plan, savings or similar plan
or program, group life insurance, hospitalization, medical, vision, dental, accident, disability or
similar plan or program, financial counseling reimbursement, and courtesy services of the Company
now existing or established hereafter for similarly situated executives.



                    7.1.1. Life Insurance. During the Term, the Company shall (i) provide you with
$50,000 of group life insurance and (ii) pay you annually an amount equal to



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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 $2,000,000. 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
7.1.1 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. The payments required by this Section 7.1.1 will be paid to you no later than March 15
following the calendar year to which it relates.




               7.2. Benefits After a Termination or Disability. During the Severance Period or
the Disability Period, unless you accept Other Employment as described in Sections 4.2.2 (Severance
Benefits) or 5.2 (Recovery From Disability), you shall continue to be eligible to participate in
the Company’s health and welfare benefit plans, or comparable arrangements that may be implemented
for former employees covered by severance arrangements, to the extent such benefits are maintained
in effect by the Company for its executives; provided, however, (a) you shall not be entitled to
any additional awards or grants under any stock option, restricted stock, RSU or other stock based
incentive plan or Additional Compensation Plans, (b) any equity awards granted before January 1,
2010 that would have vested on or before the end of the Severance Period or Disability Period shall
continue to vest during the Severance Period or Disability Period (consistent with the pro-rata
vesting terms set forth in Section 7.2(e) below); provided that, any stock option awards
that are scheduled to vest on or before the end of the Severance Period or Disability Period shall
vest upon the earlier of (i) the original vesting date of the stock option award, (ii) your
commencement of Other Employment, and (iii) the end of the Severance Period or Disability Period;
provided further that, vested stock options shall remain exercisable until a date that is three
years after the earlier of (x) your commencement of Other Employment and (y) the end of the
Severance Period or Disability Period, but not beyond the term of such options, (c) any equity
awards or other Long-term Incentive Awards granted on or after the Original Effective Date and
before the expiration of the Term, shall be subject to the terms and conditions of the respective
award agreements and the vesting provisions set forth in Section 4.2.2 and this Section 7.2, (d)
during the Term, the Company shall not be permitted to determine that your employment was
terminated for “unsatisfactory performance” or “Performance” within the meaning of any stock
option, restricted stock, RSU, or other equity compensation agreement between you and the Company,
and (e) for purposes of determining



13









 




whether any equity based award granted before January 1, 2010 would have vested on or before the
end of the Severance Period (as contemplated in clause (b) above), such equity based award(s) shall
be deemed to vest pro rata over the applicable vesting period notwithstanding any inconsistent
provisions in the plan or agreement under which it was granted. Effective with your termination of
employment pursuant to Sections 4, 5 or 6, you will no longer be permitted to contribute to or
receive a Company match in the TWC Savings Plan, or any successor 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, or any successor plans, and your rights under those plans will be determined
in accordance with the terms of those plans and applicable law. Unless otherwise stated in this
Agreement, 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,
RSU, or other equity compensation, Additional Compensation Plans, or any management incentive or
other plan of the Company shall be determined in accordance with the terms and provisions of such
plans and any related award agreements. Notwithstanding the foregoing, your continued participation
in the Company’s benefit plans shall be subject to the limitations of applicable law.




               7.3. Payments in Lieu of Other Benefits. In the event 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 other executive severance
plans or programs, or to be paid for any accrued vacation time or unused sabbatical (unless payment
of such accrued, but unused vacation benefits is otherwise required by state law), the payments
provided for in such sections in this Agreement being in lieu thereof.



          8. Restrictive Covenants.




               8.1. Confidentiality Covenant. You acknowledge that your employment by the Company
will, throughout the term of your employment, bring you into close contact with many confidential
affairs of the Company, its affiliates and third parties doing business with 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 the services to be performed under this Agreement are of a special, unique,
unusual, extraordinary and intellectual character. You further acknowledge that the business of the
Company and its affiliates is international in scope, that its products and services are marketed
throughout the world, that the Company and its affiliates



14









 




compete in nearly all of its business activities with other entities that are or could be located
in nearly any part of the world and that the nature of your services, position and expertise are
such that you are capable of competing with the Company and its affiliates from nearly any location
in the world. In recognition of the foregoing, you covenant and agree:




                    8.1.1. You shall use all reasonable efforts to keep secret all confidential matters of the
Company, its affiliates and third parties and shall not disclose such matters to anyone outside of
the Company and its affiliates, or to anyone inside the Company and its affiliates who does not
have a need to know or use such information, and shall not use such information for personal
benefit or the benefit of a third party, either during or after the Term, 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;



                    8.1.2. 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 and its affiliates’ businesses, 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; and



               8.2. Non-solicitation. During your employment with the Company and its
affiliates, and if your employment terminates for any reason, whether during or after the Term,
including your voluntary resignation or retirement, 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 your termination of employment or within six months prior thereto, but such
prohibition shall not apply to your secretary or executive assistant, any other employee eligible
to receive overtime pay or 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. Nothing in this Section 8.2 shall restrict your




15












 




ability to 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.




          8.3. Non-disparagement. During your employment with the Company and its affiliates,
and if your employment terminates for any reason, whether during or after the Term, including your
voluntary resignation or retirement, at any time after your termination of employment, you shall
not, directly or indirectly, disparage, make negative statements about or act in any manner which
is intended to damage 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 Original Effective Date. Nothing in this Section
8.3 shall prohibit or bar you from providing truthful testimony in any legal proceeding, making any
truthful disclosure required under law or from enforcing any rights under this Agreement.




          8.4. Non-compete. During your employment with the Company and its affiliates, and if
your employment terminates for any reason, whether during or after the Term, including your
voluntary resignation or retirement, for a period of time equal to the Severance Period defined in
Section 4.2.2 (whether or not you are eligible for or receive any severance benefits under Section
4.2.2) or, if you are employed at will, 12 months after your termination of employment for any
reason (the “Non-compete Period”), you shall not, directly or indirectly, without the prior written
consent of the Chief Executive Officer of the Company, render any services to, or act in any
capacity for, any Competitive Entity, or acquire any interest of any type in any Competitive
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
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 not constitute more than three
percent (3%) of the outstanding voting power of that entity. For purposes of the foregoing, the
following shall be deemed to be a Competitive Entity: (i) any United States based entity a material
portion of the business of which is any line of business that comprises a material portion of the
business in which the Company engages in, conducts or, to your knowledge, has definitive plans to
engage in or conduct and that the Company reasonably expects will comprise a material portion of
its business within the succeeding 12 months, whether that business is conducted directly by such
entity or a subsidiary of such entity (a




16









 




“Covered Business”); provided that, you may be employed by or provide services to an ultimate
parent company that owns a subsidiary which is materially engaged in a Covered Business, 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 any services or advice to, have any responsibility for, or supervision of,
any subsidiary materially engaged in a Covered Business, (ii) any entity which has a material
commercial relationship with the Company and could reasonably derive a material unfair advantage in
dealings with the Company because of confidential information you possess about the Company’s
products, services, business strategies, financial condition, terms of agreements or other
information, or (iii) any operating business that is engaged in or conducted by the Company as to
which, to your knowledge, the Company covenants, in writing, not to compete with in connection with
the disposition of such business; provided that, this Section 8.4 (iii) shall only apply during
your active employment with the Company and its affiliates. In evaluating any requests for written
consent of the Chief Executive Officer of the Company to be relieved, in whole or in part, of your
obligations under this Section 8.4, the Chief Executive Officer shall consider the nature of your
position with the Company, the confidential and proprietary information to which you were privy
during the course of your employment with the Company, the nature of the employment and position
you are seeking with a Competitive Entity, the extent to which you can perform services for any
such Competitive Entity without disclosing, using or putting at risk any trade secrets or
confidential, proprietary information of the Company, and any other relevant factors, in all
instances looking to make decisions that reasonably and properly protect the trade secrets and
other confidential, proprietary information of the Company.




          8.5. Ownership of Work Product. You acknowledge that during your 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




17









 




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 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.




          8.6. Reasonable Restrictive Covenants. You acknowledge that the
restrictions contained in this Section 8, 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. You further acknowledge that the restrictions contained in this Section 8 shall
survive the termination of your employment as provided in Section 10.13 (Survival), including your
voluntary resignation or retirement, and/or the expiration or termination of this Agreement.




     9. 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, as follows (or to such other or additional address as either party shall designate by notice
in writing to the other in accordance herewith):



          9.1. If to the Company:



Time Warner Cable Inc.

60 Columbus Circle

New York, NY 10023

Attention: General Counsel



With a copy to:



Time Warner Cable Inc.

7820 Crescent Executive Drive

Charlotte, NC 28217

Attention: Group Vice President, Compensation & Benefits




          9.2. If to you, to your residence address set forth in the payroll records of the Company.




18









 





     10. General.



          10.1. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the substantive laws of the State of New York, without regard to its conflict of
laws rules, as applicable to agreements made and to be performed entirely in New York. Any legal
action or proceeding with respect to this Agreement that is not resolved in arbitration pursuant to
Section 10.7 shall be adjudicated in a court located in New York, New York, and the parties
irrevocably consent to the personal jurisdiction and venue of such court.




          10.2. 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.




          10.3. 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.




          10.4. 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.




          10.5. 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. 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




19









 




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.




          10.6. Remedies.




               10.6.1. Specific Remedies. 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 8 (Restrictive Covenants), the
Company shall have the right and remedy to have such provisions specifically enforced by any court
located in New York, New York having equity jurisdiction, it being acknowledged and agreed that any
such breach or threatened breach will cause irreparable injury to the Company; provided that for
the non-compete covenant set forth in Section 8.4, the right to specific enforcement shall only
apply to the first twelve months of the Non-compete Period. Upon a judicial determination that any
of the restrictive covenants set forth in Section 8 are overbroad in duration or scope, this
Agreement shall be deemed to be modified so as to effect the original intent of the parties as
closely as possible to the end that the restrictive covenants contemplated in Section 8 are
fulfilled to the greatest extent possible.



               10.6.2. Reduction of Severance Payments. Notwithstanding any
provision of this Agreement to the contrary, if you breach any of the provisions of Section 8
during the relevant restricted periods provided for therein, as determined by the Company, all
payment and other obligations of the Company pursuant to Sections 4.2.2 (Severance Benefits), 4.2.3
(Termination Upon CIC), 4.3 (Expiration of Term), 5.1 (Disability Payments) or 7.2 (Benefits After
Termination) shall cease as of the date of the breach and you agree to forfeit such payments and
obligations while in breach of the provisions of Section 8; provided that, the balance of any
remaining payments or other obligations due you pursuant to Sections 4.2.2, 4.2.3, 4.3, 5.1 or 7.2,
if any, shall be provided to you as scheduled if you cease to engage in the conduct that violates
the provisions of Section 8 (whether at the request of the Company, as the result of an injunction
or otherwise). Nothing in this Section 10.6.2 shall limit your repayment obligations to the
Company, if any, under Section 10.6.3 below.



               10.6.3. Incentive Compensation Forfeiture. In addition to the
injunctive remedies available to the Company pursuant to Section 10.6.1 above, you agree that in
the event of a “Forfeiture Event” (as defined below), your options, any other equity-based awards,
and any long-term incentive compensation granted on or after the Original Effective Date, shall be
subject to the forfeiture and repayment conditions set forth on Annex B to this



20









 







Agreement. 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 10.6.3 and in Section 10.6.4. A “Forfeiture Event” shall mean (x) the
termination of your employment for a “Covered Cause Event” (as defined below) or (y) the
termination of your employment for any reason other than Cause followed by a determination by the
Company within twelve (12) months of such termination of employment that you engaged in acts or
omissions during your prior employment that would have resulted in your termination by the Company
for a Covered Cause Event, subject to the ninety-day notice and eighteen-month limitation described
below in this paragraph, provided that clause (y) shall not be applicable to options and any other
equity or cash-based awards granted before the Effective Date, nor shall clause (y) be applicable
to any options, any other equity-based awards, and any long-term incentive compensation, whenever
granted, if the Company’s determination regarding the Covered Cause Event occurs after a Change In
Control and your termination of employment occurs within the 12 months prior to or 24 months
following a Change In Control. For purposes of this Section 10.6.3, (I) a “Covered Cause Event”
shall mean any conduct and/or activity falling within Sections 4.1.1(a), (c), (d) and (e) (other
than a breach of Section 8.2 hereof) of the definition of “cause,” (II) the reference to “felony”
in Section 4.1.1(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 (III) for purposes of this Section 10.6.3, 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. This Section 10.6.3 and Annex B shall not
apply unless the Company gives you written notice of its exercise of its rights under this Section
10.6.3 and Annex B 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 10.6.3. In the event of a change
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 10.6.3
against you if at the time








21









 







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.




               10.6.4. Other Forfeitures of Compensation. You hereby
acknowledge and agree that, as a result of your service as the Company’s Chief Financial Officer,
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 as a result of the Company filing an adverse restatement of earnings, 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 net of any additional amounts that
would have been due to you (in respect of the same years or different years) had the earnings been
stated correctly and the performance criteria been applied correctly; it being understood that you
shall retain any such remaining compensation attributable to the correct application of such
performance criteria. Your repayment obligation under this Section 10.6.4 shall apply only to
bonuses or other incentive or equity compensation proceeds actually received by you during the
three year period following the last day of the fiscal year of the financial statements restated by
the Company; provided that, such repayment obligation shall not apply if the adverse
restatement is filed by the Company more than three years after the last day of the fiscal year of
the restated financial statements. For the avoidance of doubt, the three-year limitations of the
preceding sentence shall not apply for purposes of determining any additional amounts that would
have been due to you that are netted against your repayment obligation. Notwithstanding anything
herein to the contrary, no amount shall be repaid by you more than once under Section 10.6.3 and
this Section 10.6.4.



                    10.6.4.1. 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 10.6.3 and 10.6.4
and Annex B, shall be reduced by the Net Tax Cost of amounts of previously paid



22









 




compensation and/or gain, so that you shall not be required to pay to the Company amounts in excess
of the amounts received by you on an “after tax” basis. “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.




                    10.6.4.2. Incentive Compensation Forfeiture Offset.
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 10.6.3 and
10.6.4 and Annex B of this Agreement.



               10.6.5. Other Incentive Compensation Repayments. You agree
that, if you are or become an executive officer subject to the incentive compensation repayment
requirements of The Dodd-Frank Wall Street Reform and Consumer Protection Act, you will enter into
an amendment to this Section or a separate written agreement with the Company to comply with the
Act and any regulations thereunder if required by the Act or any regulations thereunder.



          10.7. Resolution of Disputes. Except as provided in the preceding
Section 10.6 (Remedies), 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 10.7. Any such proceedings shall take place in New York, New
York before a single arbitrator (rather than a panel of




23









 




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. If you shall be the prevailing party in such arbitration, the Company shall promptly pay,
upon your demand, all reasonable legal fees, court costs and other reasonable costs and expenses
incurred by you in any legal action seeking to enforce the award in any court.




          10.8. 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.




          10.9. 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.




          10.10. 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.




          10.11. Offset. Except as provided in Sections 5.1 (Disability Payments), 10.6.4.2
(Incentive Compensation Forfeiture Offset) and the Company’s general right to offset any payments
received by you under this Agreement by any disability benefits you may receive during the Term or
any Severance Period from Worker’s Compensation insurance, Social Security disability, and
short-and long-term disability insurance benefits maintained by the Company, neither you nor the
Company shall have any right to offset any amounts owed by one




24









 




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.




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




          10.13. Survival.




               10.13.1. Sections 3.5 (Indemnification), 4.5 (Payments), 4.6
(Code §280G), 8 (Restrictive Covenants), 9 (Notices) and 10 (General) shall survive any
termination of your employment by the Company for cause or your voluntary resignation
pursuant to Section 4.1 and the expiration of the Term pursuant to Section 4.3.



               10.13.2. Sections 3.5, 4.4 (Release), 4.5, 4.6, 7.2 (Benefits
After
Term), 8, 9 and 10 shall survive any termination of your employment by the Company without cause,
by you for Good Reason, or due to your disability pursuant to Sections 4.2 or 5.



               10.13.3. If your employment continues after the Term on an at-will basis, Sections 4.3(a),
4.3(b) and 4.3(c) shall survive the termination of this Agreement.



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




280G Payments — Section 4.6

Additional Compensation Plans — Section 3.4

affiliate — Section 4.2.2.1

Base Salary —  Section 3.1

Bonus — Section 3.2

cause — Section 4.1.1

Change In Control — Section 4.2.3

CIC Agreement — Section 4.2.3

Competitive Entity — Section 8.4

Covered Business — Section 8.4

Covered Cause Event — Section 10.6.3

Disability Date — Section 5.1




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Disability Period — Section 5.1

Forfeiture Event —  Section 10.6.3

Good Reason — Section 4.2

Limited Vicarious Liability — Section 4.1.1

Long-term Incentive Awards — Section 3.3

Net Tax Cost — Section 10.6.4.1

Non-compete Period — Section 8.4

Other Employment — Section 4.2.2.1

Severance Period — Section 4.2.2

Target Bonus — Section 3.2

Term —  Section 1

Work Product — Section 8.5




          10.15. 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
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)(l)(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 10.15; provided that




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neither the Company nor any of its employees or representatives shall have any liability to you
with respect to thereto.




          10.16. Entire Agreement. This Agreement sets 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, including,
but not limited to, your prior employment agreement with the Company that was effective January 1,
2010.




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



	 	 	 	 	 
	 	TIME WARNER CABLE INC.

 	 
	 	By:  	/s/ Tomas Mathews
 	 
	 	 	TOMAS MATHEWS  	 
	 	 	EXECUTIVE VICE PRESIDENT, 

HUMAN RESOURCES 	 
	 
	 	Agreed to by:



EXECUTIVE

 	 
	 	/s/ Robert D. Marcus
 	 
	 	ROBERT D. MARCUS 	 
	 	 	 
	 




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ANNEX A




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, 1, [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 plans, benefit plan
administrators, trustees, and fiduciaries, 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 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 or any Claims related to the post-termination of employment vesting
of any equity awards or other long-term incentive compensation held by me or granted to me by the
Company that are scheduled to vest subsequent to my termination of employment pursuant to Section
7.2(b) or (c); 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.



               I acknowledge that I have been given at least forty-five (45) days
from the day I
received a copy of this Release to sign it and that I have been advised to consult an
attorney. 1 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                     , ___



 






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Annex B




Incentive Compensation Forfeiture and Repayment




     As provided for in Section 10.6.3 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-based
awards (“Other Equity Awards”), or other long-term incentive compensation, in all cases subject to
Section 10.6.3 shall be subject to the following forfeiture and repayment conditions, at the
discretion of the Board or a committee thereof, to which you, by accepting such Options, Other
Equity Awards, or other long-term incentive compensation, hereby agree:


(1) The unexercised portion of the Options and any Other Equity Awards, and any other long-term
incentive compensation, 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



(2) You will be obligated to repay to the Company, by certified check, 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 long-term incentive compensation, in each case during the “Forfeiture
Period” (as defined below), and (B) the fair market value of all Other Equity Awards awarded to you
or which have become vested, in each case during the Forfeiture Period. Notwithstanding the
foregoing, you may satisfy your repayment obligations with respect to amounts owed pursuant to
sub-clauses (A) and (B) by returning the applicable Options or Other Equity Awards, or the equity
acquired upon exercise of such Options or the vesting of such Other Equity Awards to the Company.
“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. The “Forfeiture Period”
means (i) if your employment is terminated as a result of a Covered Cause Event, the three-year
period prior to your termination of employment, or (ii) if your employment is terminated for a
reason other than Cause, but the Company determines within 12 months of such termination of
employment that you engaged in acts or omissions during your prior employment that would have
resulted in your termination for a Covered Cause Event, the final three years of your employment
and any time after such termination of employment, provided that clause (ii) shall not be
applicable if the Company’s determination regarding the Covered Cause Event occurs after a Change
In Control and the termination of your employment occurs within the 12 months prior to or 24 months
following a Change In Control.



(3) The repayment obligations described in this Annex B shall be subject to Sections 10.6.4.1 and
10.6.4.2.





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