EX-10.48 FORM OF DEFERRED STOCK UNITS AGREEMENT






Exhibit 10.48




TIME WARNER CABLE INC.




2006 STOCK INCENTIVE PLAN




DEFERRED STOCK UNITS AGREEMENT RELATING TO ELECTIVE CASH 
 DEFERRALS BY NON-EMPLOYEE DIRECTORS




General Terms and Conditions




          WHEREAS, the Board believes that giving non-employee members of the Board the opportunity to
defer receipt of compensation for their services to the Company in the form of deferred stock units
will promote its ability to attract and retain talented individuals as members of the Board; and




          WHEREAS, the Board has adopted the Time Warner Cable Inc. 2006 Stock Incentive Plan (the
“Plan”), the terms of which are hereby incorporated by reference and made a part of this
Agreement; and




          WHEREAS, pursuant to Section 9(a) of the Plan, the Committee that administers the Plan (i) has
the authority to grant Other-Stock Based Awards, which are Awards valued by reference to Shares and
that may be in the form, and dependent on such conditions, as the Committee may determine, and (ii)
has determined to grant deferred stock units as described in this Agreement pursuant to such
authority; and




          WHEREAS, the Participant has provided the Committee with a Deferral Election Form pursuant to
which the Participant has elected to defer a portion of Cash Compensation in exchange for receiving
deferred stock units under the Plan; and




          WHEREAS, the Committee has determined that it would be in the best interests of the Company
and its stockholders to establish the deferral 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)	 	“Annual Deferral Amount” means the portion of a Participant’s Cash
Compensation that a Participant elects to be deferred.
	 
	 	b)	 	“Cash Compensation” means cash compensation earned by a Participant as
a director of the Company (including, but not limited to, retainers (whether annual,
semi-annual or otherwise), board meeting fees, committee meeting fees and committee
chairman fees).




 









 












	 	c)	 	“Deferral Election Form” means an election form that indicates the
Annual Deferral Amount and the date that the DSUs will be distributed to the
Participant.
	 
	 	d)	 	“Deferred Stock Unit” or “DSU” means a bookkeeping entry,
equivalent in value to one Share, credited in accordance with an election made by a
Participant pursuant to a Deferral Election Form.
	 
	 	e)	 	“Notice” means the Notice of Grant of Deferred Stock Units, which has
been provided to the Participant separately and which accompanies and forms a part of
this Agreement.
	 
	 	f)	 	“Participant” means a non-employee member of the Board to whom DSUs as
set forth in the Notice have been awarded pursuant to this Agreement.






	2.	 	Grant of Deferred Stock Units. The Company hereby grants to the Participant, on the
terms and conditions hereinafter set forth, the number of DSUs set forth on the Notice (the
“DSU Award”). Each DSU represents the unfunded, unsecured right of the Participant to
receive one Share on the date(s) specified herein or in the Notice. DSUs do not constitute
issued and outstanding Shares for any corporate purposes and do not confer on the Participant
any right to vote on matters that are submitted to a vote of holders of Shares.
	 
	3.	 	Dividend Equivalents and Retained Distributions. If on any date while DSUs are
outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the
Participant shall be paid, for each DSU held by the Participant on the record date, an amount
of cash equal to the dividend paid on a Share (the “Dividend Equivalents”) at the time
that such dividends are paid to holders of Shares. If on any date while DSUs are outstanding
hereunder the Company shall pay any dividend other than a regular cash dividend or make any
other distribution on the Shares, the Participant shall be credited with a bookkeeping entry
equivalent to such dividend or distribution for each DSU held by the Participant on the record
date for such dividend or distribution, but the Company shall retain custody of all such
dividends and distributions (the “Retained Distributions”); provided,
however, that if the Retained Distribution relates to a dividend paid in Shares, the
Participant shall receive an additional amount of DSUs equal to the product of (i) the
aggregate number of DSUs held by the Participant pursuant to this Agreement through the
related dividend record date, multiplied by (ii) the number of Shares (including any fraction
thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and
will be subject to the same restrictions and payment timing as the DSUs to which they relate.
	 
	4.	 	Delivery of Securities.






	 	a)	 	Subject to the terms and provisions of the Plan and this Agreement, except as
provided below, the Company shall issue or transfer to the Participant, on the date
specified in such Participant’s Deferral Election Form in respect of which the





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DSUs are granted hereunder, the number of Shares as set forth on the Notice and the
Retained Distributions, if any, covered by that portion of the DSU Award.




	 	b)	 	DSUs Extinguished. Upon the issuance or transfer of Shares in
accordance with this Agreement, the DSUs shall be extinguished and such DSUs will not
be considered to be held by the Participant for any purpose.






	5.	 	Acceleration of Distribution Date. Subject to paragraph 6 and the terms of any
agreement entered into by the Participant and the Company that provides for treatment of DSUs
that is more favorable to the Participant than the terms of this paragraph 5, in the event of
a Change in Control that also constitutes a change in ownership or effective control of the
Company, or in the ownership of a substantial portion of the assets of the Company, within the
meaning of Section 409A(a)(2)(A)(v) of the Code (a “409A Change in Control Event”), to the
extent the DSU Award has not been previously canceled or forfeited, Shares subject to the DSU
Award shall be issued or transferred to the Participant, as soon as practicable following such
Change in Control, along with the Retained Distributions related thereto. To the extent that
a Change in Control does not constitute a 409A Change in Control Event, the issuance of Shares
and Retained Distributions shall be made at the times otherwise provided hereunder as if no
Change in Control had occurred.
	 
	6.	 	Limitation on Acceleration. Notwithstanding any provision to the contrary in the
Plan or this Agreement, if the Payment (as hereinafter defined) due to the Participant
hereunder as a result of the acceleration of issuance or transfer of the Shares subject to the
DSUs pursuant to paragraph 5 of this Agreement, either alone or together with all other
Payments received or to be received by the Participant from the Company or any of its
Affiliates (collectively, the “Aggregate Payments”), or any portion thereof, would be
subject to the excise tax imposed by Section 4999 of the Code (or any successor thereto), the
following provisions shall apply:






	 	a)	 	If the net amount that would be retained by the Participant after all taxes on
the Aggregate Payments are paid would be greater than the net amount that would be
retained by the Participant after all taxes are paid if the Aggregate Payments were
limited to the largest amount that would result in no portion of the Aggregate Payments
being subject to such excise tax, the Participant shall be entitled to receive the
Aggregate Payments.
	 
	 	b)	 	If, however, the net amount that would be retained by the Participant after all
taxes were paid would be greater if the Aggregate Payments were limited to the largest
amount that would result in no portion of the Aggregate Payments being subject to such
excise tax, the Aggregate Payments to which the Participant is entitled shall be
reduced to such largest amount.






The term “Payment” shall mean any transfer of property within the meaning of Section
280G of the Code.



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	 	 	The determination of whether any reduction of Aggregate Payments is required and whether to
waive the right to any Payments due under this Agreement or any portion thereof shall be
made by the Participant, and such determinations shall be conclusive and binding on the
Company and its Affiliates. To the extent that the Participant elects to waive the right to
any Payments due under this Agreement, such Payments and the DSUs and Retained Distributions
related thereto shall be forfeited.
	 
	 	 	The Company shall promptly pay, upon demand by the Participant but no later than the end of
the year following the year in which incurred, all legal fees, court costs, fees of experts
and other costs and expenses which the Participant incurred in any actual, threatened or
contemplated contest of the Participant’s interpretation of, or determination under, the
provisions of this paragraph 6.
	 
	7.	 	Withholding and Self-Employment Taxes. The Participant agrees that the Participant
shall be solely responsible for payment of any applicable self-employment and other related
taxes in connection with the issuance or transfer of Shares subject to the DSUs, or Retained
Distributions or the payment of any Dividend Equivalents.
	 
	8.	 	Changes in Capitalization and Government and Other Regulations. This DSU Award 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 Awards granted under the Plan upon certain changes in
capitalization and certain reorganizations and other transactions).
	 
	9.	 	Right of Company to Terminate Employment. Nothing contained in the Plan or this
Agreement shall confer on any Participant any right to continue as a non-employee member of
the Board, and the Company and any Affiliate shall have the right to terminate the Employment
of the Participant at any such time, with or without cause. The granting of the DSUs under
this Agreement shall not confer on the Participant any right to any future Awards under the
Plan.
	 
	10.	 	Nontransferability of the Deferred Account or the DSU Award. This DSU Award shall
not be transferable or assignable by the Participant otherwise than by will or by the laws of
descent and distribution. During the lifetime of the Participant, the DSUs shall be payable
only to the Participant. If the DSUs becomes payable, consistent with the Deferral Election
Form, after the death of the Participant, the DSUs shall be paid to the legatees, personal
representatives or distributees of the Participant.
	 
	11.	 	Notices. Any notice which either party hereto may be required or permitted to give
the other shall be in writing and may be delivered personally or by mail, postage prepaid,
addressed to Time Warner Cable Inc., at 7910 Crescent Executive Drive, Charlotte, NC 28217,
attention Manager, Executive Compensation, and to the Participant at his or her address, as it
is shown on the records of the Company or its Affiliate, or in either case to such other
address as the Company or the Participant, as the case may be, by notice to the other may
designate in writing from time to time.




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	12.	 	Interpretation and Amendments. The Committee has plenary authority to interpret
this Agreement and the Plan, to prescribe, amend and rescind rules relating thereto and to
make all other determinations in connection with the administration of the Plan. The
Committee may from time to time modify or amend this Agreement in accordance with the
provisions of the Plan, provided that no such amendment shall diminish any of the rights of
the Participant under this Agreement without his or her consent.
	 
	13.	 	Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and shall be binding upon and inure to
the benefit of the Participant and his or her legatees, distributees and personal
representatives, including without limitation, the estate of the Participant and the executor,
administrator or trustee of such estate.
	 
	14.	 	Copy of the Plan. The Participant agrees and acknowledges that he or she has
received and read a copy of the Plan.
	 
	15.	 	Governing Law. The Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to any choice of law rules thereof
which might apply the laws of any other jurisdiction.
	 
	16.	 	Waiver of Jury Trial. To the extent not prohibited by applicable law which cannot
be waived, each party hereto hereby waives, and covenants that it will not assert (whether as
plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any
suit, action or other proceeding arising out of or based upon this Agreement.
	 
	17.	 	Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby
irrevocably submits to the jurisdiction of the state courts of the State of New York and the
jurisdiction of the United States District Court for the Southern District of New York for the
purposes of any suit, action or other proceeding arising out of or based upon this Agreement.
Each of the parties hereto to the extent permitted by applicable law hereby waives, and agrees
not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding brought in such courts, any claim that it is not subject personally to the
jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that such suit, action or proceeding in the above-referenced courts is brought
in an inconvenient forum, that the venue of such suit, action or proceedings, is improper or
that this Agreement may not be enforced in or by such court. Each of the parties hereto
hereby consents to service of process by mail at its address to which notices are to be given
pursuant to paragraph 11 hereof.
	 
	18.	 	Personal Data. The Company may hold, collect, use, process and transfer, in
electronic or other form, certain personal information about the Participant for the exclusive
purpose of implementing, administering and managing the Participant’s participation in the
Plan. The 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




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	 	 	address, date of birth, 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, taxpayer’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 grants of DSUs (including number of grants, grant dates, vesting type, vesting dates,
and any other information regarding DSUs that have been granted, canceled, vested, or
forfeited) 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 from the Company.
The 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”). The 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. The 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 on the Participant’s
behalf by a broker or other third party with whom the Participant may elect to deposit any
Shares acquired pursuant to the Plan. The Participant understands that Data will be held
only as long as necessary to implement, administer and manage the Participant’s
participation in the Plan. The 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.
The Participant understands that such objection may affect his/her ability to participate in
the Plan. The Participant understands that he/she may contact the Company’s Stock Plan
Administration to obtain more information on the consequences of such objection.
	 
	19.	 	Compliance With Code Section 409A. The Agreement is intended to comply with the
requirements of Code section 409A to avoid taxation under Code section 409A(a)(1) and shall at
all times be interpreted, operated and administered in a manner consistent with this intent.
References herein to ceasing to be a member of the Board and similar terms used in this
Agreement shall be deemed to refer to “separation from service” within the meaning of Code
section 409A to the extent necessary to comply with Code section 409A. Notwithstanding any
provision of the Agreement to the contrary, if at the time of a Participant’s separation from
service, the Participant is a “specified employee” as defined in Code section 409A and any
Shares or amounts otherwise payable under this





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	 	 	Agreement as a result of such separation from service are subject to Code section 409A, then
no transfer or payment of such Shares or amounts shall be made until the date that is six
months following the Participant’s separation from service (or the earliest date as is
permitted under Section 409A of the Code), and the Company will transfer or pay any Shares
or amounts that are delayed under the foregoing within 90 days of such date.
Notwithstanding the forgoing or any other term or provision of this Agreement or the Plan,
neither the Company nor any Affiliate nor any of its or their officers, directors,
employees, agents or other service providers shall have any liability to any person for any
taxes, penalties or interest due on any amounts paid or payable hereunder, including any
taxes, penalties or interest imposed under Code section 409A.






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