Time Warner Cable 2015 Annual Report Download - page 54

distributions if and when regular cash dividends are paid on outstanding shares of Common Stock and at the same rate. In the
case of PBUs, the receipt of dividend equivalents is subject to the satisfaction and certification of the applicable performance
condition. The satisfaction of the performance condition for continued vesting of the PBUs awarded in 2014 was certified in
January 2015. The awards of RSUs and PBUs confer no voting rights on holders and are subject to restrictions on transfer
and forfeiture prior to vesting. See “—Compensation Discussion and Analysis—2014 Long-Term Incentive Program—
Equity-Based Awards,” “—Employment Agreements” and “—Potential Payments upon Termination of Employment.”
Outstanding Equity Awards
The following table provides information about the outstanding awards of options to purchase the Company’s Common
Stock, including PBOs, and the aggregate RSUs and PBUs held by each named executive officer on December 31, 2014. The
satisfaction of the one-year performance-based condition related to the vesting of the PBUs awarded in 2014 was certified in
January 2015. As of December 31, 2014, the one-year performance-based conditions related to the vesting of all outstanding
PBOs had been certified. No stock options, including PBOs, were awarded to the executive officers in 2014.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2014
Option Awards(1) Stock Awards
Name
Date of
Option
Grant
Number of
Securities
Underlying
Unexercised
Options
Exercisable
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
Option
Exercise
Price
Option
Expiration
Date
Number of
Shares or
Units of
Stock
That
Have Not
Vested(2)
Market
Value
of
Shares or
Units of
Stock
That Have
Not
Vested(3)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Units of
Stock That
Have Not
Vested(2)
Equity
Incentive
Plan
Awards:
Market
Value of
Unearned
Units of
Stock That
Have Not
Vested(3)
Robert D. Marcus ...... 225,084 $34,226,273 42,548 $6,469,849
2/17/2011 — 32,799 — $72.05 2/16/2021
2/16/2012 — 81,131 — 77.04 2/15/2022
2/13/2013 11,339 121,404 — 86.76 2/12/2023
Dinesh C. Jain ........ — — — — — 71,659 $10,896,468 17,915 $2,724,155
ArthurT.Minson,Jr. .... 77,352 $11,762,145 14,556 $2,213,385
5/31/2013 — 75,197 — $95.51 5/30/2023
Marc Lawrence-
Apfelbaum ......... 47,448 $ 7,214,943 7,054 $1,072,631
2/17/2011 — 9,330 — $72.05 2/16/2021
2/16/2012 — 28,397 — 77.04 2/15/2022
2/13/2013 — 31,869 — 86.76 2/12/2023
Peter C. Stern ......... 38,407 $ 5,840,168 5,823 $ 885,445
2/17/2011 6,376 6,378 — $72.05 2/16/2021
2/16/2012 10,816 16,227 — 77.04 2/15/2022
2/13/2013 8,767 26,306 — 86.76 2/12/2023
(1) The dates of grant of each named executive officer’s stock options outstanding as of December 31, 2014 are set forth in the table, and the vesting dates
for each award can be determined based on the vesting schedules described in this footnote. The awards of stock options and PBOs, upon certification
of the performance condition, become exercisable in installments of 25% on the first four anniversaries of the date of grant, assuming continued
employment and subject to accelerated vesting upon the occurrence of certain events, including involuntary termination of employment, retirement,
death or disability, as defined in the applicable award agreement.
(2) These columns present the number of shares of Common Stock represented by unvested RSU and PBU awards at December 31, 2014. The annual 2014
RSU awards, and PBUs upon certification of satisfaction of the performance condition, vest 50% on each of the third and fourth anniversaries of the
date of grant. Satisfaction of the one-year performance condition related to the vesting of PBUs awarded in 2014 was certified in January 2015. As
discussed above, the vesting schedules of the February 2014 retention equity awards were designed to mirror the vesting schedule that would have
applied to the awards had they been made in 2015 and 2016, and are based on 50% vesting on each of the third and fourth anniversaries of the dates of
grant in those years. The vesting schedules for the awards of RSUs and PBUs assume continued employment and are subject to accelerated vesting
upon the occurrence of certain events, including involuntary termination of employment, retirement, death or disability, as defined in the award
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