Time Warner Cable 2012 Annual Report Download - page 40

PART III
Items 10, 11, 12, 13 and 14. Directors, Executive Officers and Corporate Governance; Executive Compensation;
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters; Certain Relationships and Related Transactions, and Director
Independence; Principal Accountant Fees and Services.
Information called for by Items 10, 11, 12, 13 and 14 of Part III is incorporated by reference from the Company’s
definitive Proxy Statement to be filed in connection with its 2013 Annual Meeting of Stockholders pursuant to
Regulation 14A, except that (i) the information regarding the Company’s executive officers called for by Item 401(b) of
Regulation S-K has been included in Part I of this Annual Report and (ii) the information regarding certain Company equity
compensation plans called for by Item 201(d) of Regulation S-K is set forth below.
The Company has adopted a Code of Ethics for its Senior Executive and Senior Financial Officers. A copy of the Code
is publicly available on the Company’s website at www.twc.com/investors. Amendments to the Code or any grant of a waiver
from a provision of the Code requiring disclosure under applicable SEC rules will also be disclosed on the Company’s
website.
Equity Compensation Plan Information
The following table summarizes information as of December 31, 2012 about the Company’s outstanding equity
compensation awards and shares of TWC Common Stock reserved for future issuance under the Company’s equity
compensation plans.
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights(b)
Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights(b)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in
column (i))(c)
(i) (ii) (iii)
Equity compensation plans approved by
security holders(a) ...................... 13,950,998 $ 57.40 15,541,211
Equity compensation plans not approved by
security holders ....................... — — —
Total .................................. 13,950,998 $ 57.40 15,541,211
(a) Equity compensation plans approved by security holders covers the Time Warner Cable Inc. 2011 Stock Incentive Plan (the “2011 Plan”) and the Time
Warner Cable Inc. 2006 Stock Incentive Plan, which were approved by the Company’s stockholders in May 2011 and May 2007, respectively. The
2011 Plan is currently the Company’s only compensation plan pursuant to which the Company’s equity is awarded.
(b) Column (i) includes 5,039,983 shares of TWC Common Stock underlying outstanding restricted stock units. Because there is no exercise price
associated with restricted stock units, such equity awards are not included in the weighted-average exercise price calculation in column (ii).
(c) A total of 20,000,000 shares of TWC Common Stock have been authorized for issuance pursuant to the terms of the 2011 Plan. Any shares of TWC
Common Stock issued in connection with stock options or stock appreciation rights are counted against the 2011 Plan available share reserve as one
share for every share subject to an award. Any shares of TWC Common Stock subject to an award of restricted stock units or other “full-value” awards
will be counted against the limit as one share for every one share subject to such award, up to a limit of 9,000,000 shares, above which such shares are
deducted from the share authorization at a rate of 3.05 shares for each share subject to such a full value award.
Stock options granted under the 2011 Plan have exercise prices equal to the fair market value of TWC Common Stock at
the date of grant. Generally, the stock options vest ratably over a four-year vesting period and expire ten years from the date
of grant. Certain stock option awards provide for accelerated vesting upon the grantee’s termination of employment after
reaching a specified age and years of service.
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