Time Warner Cable 2015 Annual Report Download - page 61

participation in the Company’s benefit plans and programs, including group life insurance. Mr. Stern’s
employment agreement includes compensation forfeiture and clawback provisions and confidentiality terms, as
well as non-solicitation, non-compete and non-disparagement covenants that apply during and after the term of
his employment for the same periods during the term of the agreement as apply to Mr. Marcus.
Right to Recover Compensation. The named executive officers are subject to compensation “clawback”
provisions under the terms of their employment agreements and/or equity award agreements. These provisions
allow the Company to require repayment of certain compensation in the event of a termination for “cause.” The
clawback provisions are also applicable following a financial restatement or a determination that incentive
compensation was paid based on incorrect financial performance results.
Potential Payments upon Termination of Employment
Under their respective employment agreements, the named executive officers are entitled to certain
payments and benefits upon their termination of employment during the term of their employment agreements
for various reasons (such as an involuntary termination without cause or termination by reason of the Company’s
material breach of the agreement). The following table and summaries quantify and describe the potential
payments and benefits that would be provided to each of the Company’s named executive officers in connection
with a termination of employment under various circumstances on December 31, 2014 under the executive’s
employment agreement and other Company compensation arrangements, in each case as in effect on such date.
Termination Reason
Base
Salary
Continuation
Pro Rata
Bonus(1)
Annual
Bonus
Continuation
Aggregate
Benefit Plan
Continuation(2)
Stock-
Based
Awards(3) Other(4) Total
Robert D. Marcus
Without Cause(5) ............ $3,000,000 $7,950,000 $10,000,000 $46,009 $40,308,645 $216,128 $61,520,782
Retirement/Voluntary ........ — — — — — — —
For Cause ................. — — — — — — —
Death(6) ................... — 7,950,000 — — 57,334,499 — 65,284,499
Disability .................. 2,250,000 7,950,000 7,500,000 46,009 57,334,499 216,128 75,296,636
Dinesh C. Jain
Without Cause(5) ............ $2,000,000 $3,975,000 $ 5,000,000 $50,047 $ 4,540,207 $ — $15,565,254
Retirement/Voluntary ........ — — — — — — —
For Cause ................. — — — — — — —
Death(6) ................... — 3,975,000 — — 13,620,623 — 17,595,623
Disability .................. 1,500,000 3,975,000 3,750,000 50,047 13,620,623 — 22,895,670
Arthur T. Minson, Jr.
Without Cause(5) ............ $1,800,000 $2,146,500 $ 2,700,000 $48,942 $10,849,970 $ — $17,545,412
Retirement/Voluntary ........ — — — — — — —
For Cause ................. — — — — — — —
Death(6) ................... — 2,146,500 — — 18,227,921 — 20,374,421
Disability .................. 1,350,000 2,146,500 2,025,000 48,942 18,227,921 — 23,798,363
Marc Lawrence-Apfelbaum
Without Cause(5) ............ $1,950,000 $1,033,500 $ 1,950,000 $66,138 $ 9,669,917 $170,024 $14,839,579
Retirement/Voluntary ........ — — — — 9,669,917 — 9,669,917
For Cause ................. — — — — — — —
Death(6) ................... — 1,033,500 — — 13,245,456 — 14,278,956
Disability .................. 1,950,000 1,033,500 1,950,000 — 13,245,456 — 18,178,956
Peter C. Stern
Without Cause(5) ............ $1,300,000 $ 993,750 $ 1,300,000 $46,123 $ 6,913,011 $ — $10,552,884
Retirement/Voluntary ........ — — — — — — —
For Cause ................. — — — — — — —
Death(6) ................... — 993,750 — — 10,171,049 — 11,164,799
Disability .................. 975,000 993,750 975,000 46,123 10,171,049 — 13,160,922
(1) The pro rata bonus amount represents the executive’s actual full-year 2014 bonus and Supplemental Bonus determined based on the
Company’s 2014 performance. The Supplemental Bonus would be paid upon the closing or abandonment of the Comcast merger.
(2) Includes the estimated cost of continued health, life and disability insurance, based on 2015 rates.
(3) Reflects the value of unvested stock options and RSUs granted prior to 2015 that will vest as a result of the applicable termination of
employment based on the excess of the closing sale price of Common Stock on December 31, 2014 ($152.06) over the exercise price of
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