The provisions of this Paragraph 4 shall not apply to compensation and benefit plans and programs specifically addressed in this Agreement, in which case the applicable terms of this Agreement shall control.
Nothing in this Agreement shall limit the Company’s right to modify or discontinue any Benefit Plans at any time, provided no such action may adversely affect any vested rights of Employee thereunder. Employee shall be entitled to participate in the Company’s health and welfare and other employee benefit plans and programs (including group insurance programs, vacation benefits and applicable directors and officers liability insurance and indemnification and advancement of expenses provisions relating to claims made by third parties against Employee in Employee’s role as a director, officer or employee) (“Benefit Plans”), on terms (including cost) as are consistent with those made available to other employees at Employee’s level, taking into account Employee’s position and duties, in accordance with the terms of such plans and programs.
(i) As an inducement to Employee to enter into this Agreement extending the term of Employee’s employment under an agreement imposing continuing and additional restrictions and obligations, and (ii) on account of Employee’s outstanding work in leading both (A) the industry-leading performance of the Company’s Cable Division, including through transforming the development and use of technology in all aspects of the cable business (e.g., the X1 platform), and (B) the planning for the integration of the Time Warner Cable and Charter cable systems and the divestiture of the Company’s cable systems to GreatLand Connections and of certain former Time Warner Cable cable systems to Charter Employee is hereby granted a performance-based bonus in the amount of $5,000,000, payable by (x) a $1,000,000 credit to the Employee’s account under the Company’s 2005 Deferred Compensation Plan as set forth in subparagraph (e) below, and (y) a grant of restricted stock units under the Company’s Restricted Stock Plan, to be made as soon as practicable following the date hereof, for shares having a market value of $4,000,000, vesting 100% on the thirteen-month anniversary of the date of grant, subject to Operating Cash Flow (as defined in the restricted stock unit award) for 2015 equaling or exceeding 101% of Operating Cash Flow for 2014.Ĥ.
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