TIME WARNER CABLE INC.
2006 STOCK INCENTIVE PLAN, AS AMENDED
1. Purpose of the Plan
The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining employees,
directors and advisors and to motivate such employees, directors and advisors to exert their best efforts on behalf
of the Company and its Affiliates by providing incentives through the granting of Awards. The Company expects
that it will benefit from the added interest which such employees, directors and advisors will have in the welfare of
the Company as a result of their proprietary interest in the Company’s success.
The following capitalized terms used in the Plan have the respective meanings set forth in this Section:
(i) any “Person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Act (other than (a) the
Company or any company owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company; or (b) Time Warner Inc.
or any successor to Time Warner Inc.) becomes the “Beneficial Owner” within the meaning of Rule 13d-
3 promulgated under the Act of 30% or more of the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of directors at a time that Time Warner
Inc. or any successor controls less than a majority of such voting power; excluding , however , any
circumstance in which such beneficial ownership resulted from any acquisition by an employee benefit
plan (or related trust) sponsored or maintained by the Company or by any entity controlling, controlled
by, or under common control with, the Company;
(ii) a change in the composition of the Board since the Effective Date, such that the individuals who, as
of such date, constituted the Board (the “ Incumbent Board ”) cease for any reason to constitute at least
a majority of such Board; provided that any individual who becomes a director of