Time Warner Cable Inc.
Restricted Stock Units Agreement
For Non-Employee Directors
General Terms and Conditions
WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby
incorporated by reference and made a part of this Agreement; and
WHEREAS, the Committee has determined that it would be in the best interests of the Company and its
stockholders to grant the restricted stock units (the “ RSUs ”) provided for herein to the Participant pursuant to
the Plan and the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as
1. Definitions . Whenever the following terms are used in this Agreement, they shall have the meanings set forth
below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
a) “ Cause ” means (i) the Participant’s continued failure substantially to perform such Participant’s duties
(other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten
(10) days following written notice by the Company to the Participant of such failure, (ii) dishonesty in the
performance of the Participant’s duties, (iii) the Participant’s conviction of, or plea of nolo contendere to,
a crime constituting (A) a felony under the laws of the United States or any state thereof or (B) a
misdemeanor involving moral turpitude, in either case which is injurious to the financial condition or
business reputation of the Company or any of its Affiliates, (iv) the Participant’s willful malfeasance or
willful misconduct in connection with the Participant’s duties or any act or omission which is injurious to the
financial condition or business reputation of the Company or any of its Affiliates, or (v) the Participant’s
breach of any non-competition, non-solicitation or confidentiality provisions to which the Participant is
subject. The determination of the Committee as