Time Warner Cable Inc. Restricted Stock Units Agreement For Non-Employee Directors

Exhibit 10.41

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 follows:

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 to the existence of “Cause” will be conclusive on the Participant and the Company.
	b)		“ Disability ” of the Participant shall have the meaning ascribed to such term in the Company’s long-term disability plan or policy (whether or not the Participant is a participant in such plan or policy), as in effect from time to time, to the extent that such definition also constitutes such Participant being considered “disabled” under Section 409A(a)(2)(C) of the Code.

	c)		“ Notice ” means the Notice of Grant of Restricted Stock Units, which has been provided to the Participant separately and which accompanies and forms a part of this Agreement.
	d)		“ Participant ” means a non-employee member of the Board to whom RSUs as set forth in the Notice have been awarded pursuant to the Plan and shall have the same meaning as may be assigned to the terms “Holder” or “Participant” in the Plan.
	e)		“ Plan ” means the equity plan, as such plan may be amended, supplemented or modified from time to time, maintained by the Company that is specified in the Notice.
	f)		“ Shares ” means shares of Class A Common Stock, par value $.01 per share, of the Company.

2.

Grant of Restricted Stock Units . The Company hereby grants to the Participant (the “ Award ”), on the terms and conditions hereinafter set forth, the number of RSUs set forth on the Notice. Each RSU represents the unfunded, unsecured right of the Participant to receive one Share on the date(s) specified herein or in the Notice. RSUs do not constitute issued and outstanding Shares for any corporate purposes and do not confer on the Participant any right to vote on matters that are submitted to a vote of holders of Shares.

3.		Dividend Equivalents and Retained Distributions . If on any date while RSUs are outstanding hereunder the Company shall pay any regular cash dividend on the Shares, the Participant shall be paid, for each RSU held by the Participant on the record date, an amount of cash equal to the dividend paid on a Share (the “ Dividend Equivalents ”) at the time that such dividends are paid to holders of Shares. If on any date while RSUs are outstanding hereunder the Company shall pay any dividend other than a regular cash dividend or make any other distribution on the Shares, the Participant shall be credited with a bookkeeping entry equivalent to such dividend or distribution for each RSU held by the Participant on the record date for such dividend or distribution, but the Company shall retain custody of all such dividends and distributions (the “ Retained Distributions ”); provided , however , that if the Retained Distribution relates to a dividend paid in Shares, the Participant shall receive an additional amount of RSUs equal to the product of (i) the aggregate number of RSUs held by the Participant pursuant to this Agreement through the related dividend record date, multiplied by (ii) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Retained Distributions will not bear interest and will be subject to the same restrictions and payment timing as the RSUs to which they relate.
4.		Delivery of Securities .

a)

Subject to the terms and provisions of the Plan and this Agreement, except as provided below, the Company shall issue or transfer to the Participant, on the first day following the expiration of the six-month period following the date on which

			the Participant ceases to be a non-employee member of the Board, the number of Shares as set forth on the Notice and the Retained Distributions, if any, covered by that portion of the Award. Except as otherwise provided in paragraphs 6 and 7, the issuance or transfer of such Shares and any Retained Distributions relating thereto shall occur only if the Participant’s continued service from the Date of Grant as a non-employee member of the Board has not been terminated for Cause. If the Participant’s continued service from the Date of Grant as a non-employee member of the Board is terminated for Cause, then all outstanding RSUs shall be completely forfeited.
	b)		RSUs Extinguished . Upon the issuance or transfer of Shares in accordance with this Agreement, the RSUs shall be extinguished and such RSUs will not be considered to be held by the Participant for any purpose.
	c)		Final Issuance . Upon the final issuance or transfer of Shares and Retained Distributions, if any, to the Participant pursuant to this Agreement, in lieu of a fractional Share, the Participant shall receive a cash payment equal to the Fair Market Value of such fractional Share.

5.

Termination of Service Due to Death or Disability . If the Participant’s service as a non-employee member of the Board terminates as a result of his or her death or Disability, then to the extent the RSUs were not extinguished prior to such termination of service, the Shares subject to the RSUs shall be issued or transferred to the Participant as soon as practicable following such termination of service.

6.

Acceleration of Distribution Date . Subject to paragraph 7 and the terms of any agreement entered into by the Participant and the Company that provides for treatment of RSUs that is more favorable to the Participant than the terms of this paragraph 6, in the event of a Change in Control that also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code (a “409A Change in Control Event”), to the extent the Award has not been previously canceled or forfeited, Shares subject to the RSUs shall be issued or transferred to the Participant, as soon as practicable following such Change in Control, along with the Retained Distributions related thereto. To the extent that a Change in Control does not constitute a 409A Change in Control Event, the issuance of Shares and Retained Distributions shall be made at the times otherwise provided hereunder as if no Change in Control had occurred.

7.

Limitation on Acceleration . Notwithstanding any provision to the contrary in the Plan or this Agreement, if the Payment (as hereinafter defined) due to the Participant hereunder as a result of the acceleration of issuance or transfer of the Shares subject to the RSUs pursuant to paragraph 6 of this Agre