Time Warner Cable 2015 Annual Report Download - page 63

➢in the case of Mr. Lawrence-Apfelbaum, annual base salary and annual target bonus on the effective
date of termination for a 36-month severance period.
• Additional benefits during the severance period:
➢continued participation in the Company’s health and welfare benefits and certain cable services and,
for Mr. Marcus, financial services;
➢in the case of Messrs. Marcus and Lawrence-Apfelbaum, continued payments equal to the premium
cost of certain life insurance; and
➢in the case of Mr. Lawrence-Apfelbaum, one year of office space and secretarial services.
• Outstanding equity awards would be treated as follows, subject to satisfaction of any performance
condition under the relevant award:
➢in the case of Messrs. Marcus, Jain, Minson and Stern, all unvested RSUs and stock options, other
than the retention equity awards, if any, would vest upon termination of employment and any vested
stock options would be exercisable for the time periods set forth in the respective award agreements,
generally one year thereafter (but not beyond the original expiration date);
➢in the case of Mr. Lawrence-Apfelbaum, (a) unvested stock options granted before February 16,
2012 would continue to vest for 36 months during his severance period and would be fully vested at
the conclusion of the severance period with an exercise period for his vested stock options
continuing for five years thereafter (but not beyond the original expiration date) and (b) all RSUs
and stock options granted on or after February 16, 2012 would vest upon termination of
employment, with an exercise period for his vested stock options generally continuing for five years
thereafter (but not beyond the original expiration date); and
➢in the case of the retention equity awards, prior to, or absent, a change-in-control event, including
the closing of the Comcast merger, the retention equity awards would be forfeited if the termination
of employment is prior to the date on which either retention equity award would have normally been
made (i.e., February 2015 or February 2016, as appropriate) or would vest upon termination of
employment if the termination of employment were after such dates.
The executive’s right to receive severance benefits upon a termination without cause is generally
conditioned upon execution of a release of claims against the Company. If the executive obtains other full-time
employment during the applicable severance period, the executive would continue to receive the severance cash
payments described above but would cease to be eligible for continuation of benefits or continued vesting in any
outstanding stock options or RSUs. In addition, severance benefits may be reduced or terminated and equity
awards may be forfeited if the executive breaches applicable restrictive covenant terms. Severance payments may
be delayed to the extent necessary for compliance with Section 409A of the Internal Revenue Code (“Section
409A”) governing nonqualified deferred compensation.
Termination of Employment during the “At-Will” Period. If the employment of any executive officers is
terminated without cause while the executive is serving as an at-will employee after the term of his employment
agreement, subject to the execution and delivery of a release of claims, (a) the executive’s outstanding equity
awards will be treated as if the executive had been terminated without cause and (b) the executive will be entitled
to benefits under an executive level severance program that will provide a minimum severance benefit equal to
the executive’s base salary and target bonus in effect at the time of the termination for 12 months from the
termination date for Messrs. Marcus and Stern, six months from the termination date for Messrs. Jain and Minson
and 24 months from the termination date for Mr. Lawrence-Apfelbaum.
Retirement or Voluntary Resignation
The payments and benefits due upon an executive’s voluntary termination of employment depend on
whether the executive, at the time of termination, satisfies the age and service requirements for retirement
eligibility under the terms of the executive’s employment agreement (“eligible for retirement”). Mr. Lawrence-
Apfelbaum was the only named executive officer who was eligible for retirement on December 31, 2014.
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