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Exhibit 4.3
TIME WARNER TELECOM INC.
INDEPENDENT DIRECTOR COMPENSATION PLAN
SECTION 1: PURPOSE
The general purpose of the Time Warner Telecom Inc. Independent Director
Compensation Plan (the "Plan") is to provide a competitive level of compensation
to the independent directors of Time Warner Telecom Inc. (the "Company") through
a combination of cash and Common stock of the Company in order to attract and
retain independent directors.
SECTION 2: SHARES AUTHORIZED
The maximum number of shares that may be issued under the Plan is 1,000.
SECTION 3: ELIGIBLE DIRECTORS
Only directors that are not employees of the Company or nominees of the
Class B Stockholders ("independent directors") will be eligible for compensation
under this Plan.
SECTION 3: COMPENSATION RATE
Independent directors will be compensated at the rate of $6,250 per
quarter, half in cash and half in shares of the Company's Class A Common Stock.
The number of shares issued will be based on the closing price of the shares on
the Nasdaq National Market on the last day of the quarter on which the shares
are traded on that exchange. Independent directors will also receive $1,000 in
cash for every board meeting they attend (including telephonic meetings) and
$1,000 per year for each committee chairmanship they hold. They will also be
reimbursed for reasonable travel expenses in connection with attendance at Board
and committee meetings.
SECTION 4: TERM AND AMENDMENTS
This Plan is effective August 1, 1999 and will expire 5 years from that
date, unless earlier terminated or superceded by the Board of Directors. The
Board may at any time prior to the fifth anniversary of the Effective Date
terminate the Plan, and the Board may at any time modify or amend the Plan in
such respects as it shall deem advisable. Without the consent of the affected
independent directors, no modification will reduce the compensation payable for
any period in which an independent director has already served.
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IN WITNESS WHEREOF, the duly authorized representative of the Company has
executed this Plan.
TIME WARNER TELECOM INC.
Plan Sponsor
By:________________________________
Title:_____________________________
Date:______________________________
