FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.38
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
Amendment (the “Amendment”) to the employment agreement (the “Employment Agreement”) made
November 5, 2001 and effective as of October 15, 2001, between Time Warner Entertainment Company,
L.P. (“TWE”) and Xxxx Xxxxxxx (the “Executive” or “you”). This Amendment is made as of March
___, 2003 and is effective as of January 1, 2003.
The parties intending to be legally bound hereby agree as follows:
1. For the purposes of the Employment Agreement, the term “Company” shall mean Time
Warner Cable, a division of TWE.
2. Section 2 of the Employment Agreement is amended to read in its entirety as follows:
During the term of employment, you shall serve as Vice Chairman and Chief Operating Officer of
the Company, and you shall have the authority, functions, duties, powers and responsibilities
normally associated with such position and as the person to whom you report may assign to you from
time to time consistent with your position. Among other things, it is agreed that the President of
the Company shall report to you, and that the following business functions shall report to you:
Cable Operations, Marketing, Advertising Sales, Public Affairs, and Local News. During the term of
your employment: (i) your services shall be rendered on a substantially full-time, exclusive basis
and you will apply on a full-time basis all of your skill and experience to the performance of your
duties; (ii) you shall report to the Chief Executive Officer of the Company; (iii) you shall have
no other employment and, without the prior written consent of the CEO of the Company, no outside
business activities which require the devotion of substantial amounts of your time; and (iv) the
place for the performance of your services shall be the principal executive offices of the Company
in the greater Stamford, Connecticut area, subject to such reasonable travel as may be required in
the performance of your duties. The foregoing shall be subject to the Company’s written policies,
as in effect from time to time, regarding vacations, holidays, illness and the like.
3. Section 3.5 of the Employment Agreement is amended to read in its entirety as
follows:
You shall be entitled throughout the term of employment (and after the end of the term of
employment, to the extent relating to service during the term of employment) to the benefit of the
indemnification provisions contained on the date hereof in the Agreement of Limited Partnership of
the Time Warner Entertainment Company, L.P. and the Certificate of Incorporation and By-laws of
Time Warner Cable Inc. (whichever is the greater extent of indemnification) (not including any
amendments or additions after the date hereof that limit or narrow, but including any that add to
or broaden, the protection afforded to you by those provisions).
4. Section 8 of the Employment Agreement is amended by adding new subsection 8.4, to
read in its entirety as follows:
8.4 To the extent that the benefits that you would have received upon retirement under
the Time Warner Pension Plan—TWE or any successor plan (“TWE Plan”), including any excess
benefits attributed to your participation in the TWE Plan (but not including retiree medical
benefits, which are the subject of a separate agreement between you and AOL Time Warner
Inc.), had you continued to remain a participant in the TWE Plan during the term of your
employment, are more generous than those available to you from the Company, the Company will
provide you the financial equivalent of such additional benefits. This section shall not
apply to retiree medical benefits, which are the subject of a separate agreement between you
and AOL Time Warner Inc.
5. Except as amended hereby, the Employment Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed
as of the date first above written.
| TIME WARNER CABLE, a division of TIME WARNER ENTERTAINMENT COMPANY, L.P |
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| By: | /s/ Xxxx X. Xxxxxxx | |||
| Name: | Xxxx. A Xxxxxxx | |||
| Title: | SVP, TWE | |||
Agreed and Accepted:
XXXX XXXXXXX
/s/ Xxxx Xxxxxxx |
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