WideOpenWest, Inc. (Form: DEF 14A, Received: 03/29/2019 10:05:43)

Use these links to rapidly review the document
TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12


WideOpenWest, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

Table of Contents

WIDEOPENWEST, INC.
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado 80111

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 10, 2019

To the Stockholders of WideOpenWest, Inc.:

The Annual Meeting of Stockholders of WideOpenWest, Inc. (the "Company") will be held on May 10, 2019 at 8:30 a.m., Eastern Time, virtually via a live webcast, for the following purposes:

Items of Business

(1) To reelect three members of the Board of Directors. The Board intends to present for reelection the following three nominees: Daniel Kilpatrick, Tom McMillin, and Joshua Tamaroff;

(2) To ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for 2019;

(3) An advisory (non-binding) vote on the Company's executive compensation;

(4) To approve an amendment to the WideOpenWest Inc.'s 2017 Omnibus Incentive Plan; and

(5) To transact such other business as may properly come before the Annual Meeting and any postponement or adjournment thereof.

Record Date

Close of business on March 13, 2019.


		Sincerely,
		/s/ JEFFREY MARCUS
		Jeffrey Marcus Chairman of the Board Englewood, Colorado March 29, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON May 10, 2019: The Company's Notice of Annual Meeting, Proxy Statement and 2018 Annual Report to stockholders are available on the Internet at www.proxyvote.com .

Table of Contents

TABLE OF CONTENTS

		Page

THE MEETING		1
GENERAL INFORMATION		1
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE		5
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		14
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		14
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		17
EXECUTIVE COMPENSATION		19
SUMMARY COMPENSATION TABLE		26
GRANTS OF PLAN-BASED AWARDS IN 2018		28
OUTSTANDING EQUITY AWARDS AT 2018 FISCAL YEAR-END		29
OPTION EXERCISES AND EQUITY UNITS VESTED IN 2018		30
NON-QUALIFIED DEFERRED COMPENSATION IN 2018		30
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		31
CHANGE IN CONTROL AND SEVERANCE PAYMENTS AS OF DECEMBER 31, 2018		34
CHIEF EXECUTIVE OFFICER PAY RATIO		37
COMPENSATION COMMITTEE REPORT		38
AUDIT COMMITTEE REPORT		39
PROPOSALS		40
OTHER MATTERS		47
ANNEX A		A-1
ANNEX B		B-1

Table of Contents

WIDEOPENWEST, INC.
7887 East Belleview Avenue, Suite 1000
Englewood, Colorado 80111

PROXY STATEMENT

THE MEETING

The accompanying proxy is solicited on behalf of the Board of Directors (the "Board of Directors" or the "Board") of WideOpenWest, Inc., a Delaware corporation (the "Company" or "WOW"), for use at the 2019 Annual Meeting of Stockholders (the "Annual Meeting"). This Proxy Statement and the accompanying form of proxy will be mailed to stockholders on or about April 3, 2019. Our Annual Report for the year ended December 31, 2018 is enclosed with this Proxy Statement. An electronic copy of this proxy statement and annual report are available at www.proxyvote.com and www.wowway.com .

GENERAL INFORMATION

Why am I receiving these materials?

The Company has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Company's solicitation of proxies for use at the 2019 annual meeting of stockholders (the "Annual Meeting") to be held virtually on May 10, 2019 at 8:30 a.m., Eastern Time, and at any postponement(s) or adjournment(s) thereof. The Annual Meeting will be conducted via a live webcast on the Internet at www.virtualshareholdermeeting.com/WOW2019.

We are providing you this proxy statement (the "Proxy Statement") and the enclosed proxy card or the Notice of Internet Availability of Proxy Materials (the "Notice") because the Board of Directors is soliciting your proxy to vote at the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may complete, sign and return the enclosed proxy card or follow the instructions below to submit your proxy over the Internet, by phone or by mail, if you requested printed copies of the proxy materials.

This proxy statement is first being made available on or about April 3, 2019, to all stockholders of record entitled to vote at the Annual Meeting.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending the Notice to its stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meeting and the cost to the Company associated with the physical printing and mailing of materials.

Table of Contents

What is included in these proxy materials?

These proxy materials include:

•: The Notice of 2019 Annual Meeting of Stockholders;
•: This Proxy Statement for the 2019 Annual Meeting; and
•: The Company's Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on March 7, 2019 (the "Annual Report").

If you requested printed versions by mail, these proxy materials also include the proxy card for the Annual Meeting.

Voting Rights, Quorum and Required Vote

Only holders of record of our common stock at the close of business on March 13, 2019, which is the record date, will be entitled to vote at the Annual Meeting. At the close of business on March 13, 2019, we had 82,662,362 shares of common stock outstanding and entitled to vote. Holders of the Company's common stock are entitled to one vote for each share held as of the above record date. A quorum is required for our stockholders to conduct business at the Annual Meeting. The holders of a majority in voting power of all issued and outstanding stock entitled to vote at the Annual Meeting, present via webcast or represented by proxy, will constitute a quorum for the transaction of business. Abstentions and "broker non-votes" (described below) will be counted in determining whether there is a quorum.

Proposal One—Reelection of Directors. Directors will be elected by a plurality of the votes of the shares of common stock cast at the Annual Meeting, which means that the three nominees receiving the highest number of "for" votes will be elected. Withheld votes and broker non-votes (as defined below) will have no effect on Proposal No. 1.

Proposal Two—Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of BDO USA, LLP as the independent registered public accounting firm for 2019 requires the affirmative vote of the holders of a majority in voting power of the stock entitled to vote at the Annual Meeting, present in person or represented by proxy. Abstentions will count the same as votes against Proposal No. 2.

Proposal Three—Advisory (Non-Binding) Vote to Approve the Company's Executive Compensation. As disclosed in "Executive Compensation, " this proposal is advisory in nature, which means that the vote is not binding upon the Company. However, the Board and the Compensation Committee will consider the affirmative vote of a majority of the votes cast "FOR" the proposal as approval of the compensation paid to the Company's named executive officers as described in this Proxy Statement.

Proposal Four—Approval of Amendment to the 2017 Omnibus Incentive Plan. The approval by an affirmative vote of a majority of the Company stockholders is required to approve the proposed amendment to the 2017 WideOpenWest, Inc. Omnibus Incentive Plan ("2017 Omnibus Plan") to (i) add a minimum vesting requirement such that awards granted under the amended plan will not vest earlier than the first anniversary of the applicable grant date (subject to limited exceptions) and (ii) to increase the maximum number of shares of common stock that may be issued pursuant to awards granted thereunder from 6,474,128 to 12,074,128 shares.

Table of Contents

What are the Board's voting recommendations?

The Board recommends that you vote your shares:

"FOR" Proposal One, the reelection to the Board of each of the three nominees named in this Proxy Statement;

"FOR" Proposal Two, the ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2019;

"FOR" Proposal Three, the non-binding advisory approval of the Company's executive compensation; and

"FOR" Proposal Four, the approval of an amendment to the 2017 Omnibus Plan.

Voting Your Shares

If you are a registered holder, meaning that you hold our stock directly (not through a bank, broker or other nominee), you may vote by following the instructions included on your proxy card and (1) completing, dating and signing the accompanying proxy and promptly returning it in the enclosed envelope, (2) by telephone or (3) electronically through the Internet. All signed, returned proxies that are not revoked will be voted in accordance with the instructions contained therein. Signed proxies that give no instructions as to how they should be voted on a particular proposal at the Annual Meeting will be counted as votes "for" such proposal or in the case of the election of directors, as a vote "for" election of all nominees presented by the Board.

If your shares are held through a bank, broker or other nominee, you are considered the beneficial owner of those shares. You may be able to vote by telephone or electronically through the Internet in accordance with the voting instructions provided by that nominee. You must obtain a legal proxy from the nominee that holds your shares if you wish to vote during the Annual Meeting. If you do not provide voting instructions to your broker in advance of the Annual Meeting, New York Stock Exchange ("NYSE") rules grant your broker discretionary authority to vote on "routine" proposals, which includes only Proposal Two for purposes of the Annual Meeting. Where a proposal is not "routine," a broker who has received no instructions from its clients does not have discretion to vote its clients' uninstructed shares on that proposal, and the unvoted shares are referred to as "broker non-votes."

In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the Chairman of the Annual Meeting may adjourn the Annual Meeting to permit further solicitations of proxies.

The telephone and Internet voting procedures are designed to authenticate stockholders' identities, to allow stockholders to give their voting instructions and to confirm that stockholders' instructions have been recorded properly. Stockholders voting via the telephone or Internet should understand that there may be costs associated with telephonic or electronic access, such as usage charges from telephone companies and Internet access providers, which must be borne by the stockholder.

In all cases, the deadline for submission of your proxy by telephone or via the Internet is 11:59 p.m., Eastern Time, on May 9, 2019.

Expenses of Solicitation

The expenses of any solicitation of proxies to be voted at the Annual Meeting will be paid by the Company. We have engaged Broadridge Financial Solutions, Inc. ("Broadridge") to assist with the preparation and distribution of the proxy solicitation materials for the Annual Meeting, to host the virtual meeting and to act as vote tabulator. Following the original mailing of the proxies and other

Table of Contents

soliciting materials, the Company and its directors, officers or employees (for no additional compensation) may also solicit proxies in person, by telephone or email. The Company will also request that banks, brokers and other nominees forward copies of the proxy and other soliciting materials to persons for whom they hold shares of common stock and request authority for the exercise of proxies. We will reimburse banks, brokers and other nominees for reasonable charges and expenses incurred in forwarding soliciting materials to their clients.

Revocability of Proxies

Any person submitting a proxy has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote. A proxy may be revoked by written notice delivered to the Secretary of the Company stating that the proxy is revoked, by a subsequent proxy that is submitted via telephone or Internet no later than 11:59 p.m. (ET) on May 9, 2019, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, or by participating during the Annual Meeting and voting during the Annual Meeting. In order for beneficial owners to change any of your previously provided voting instructions, you must contact your bank, broker or other nominee directly.

Delivery of Proxy Materials

Beginning on or about April 3, 2019, we will mail or e-mail to our stockholders a Notice of Internet Availability of Proxy Materials with instructions on how to access our proxy materials and Annual Report over the Internet and how to vote. If you received a notice and would prefer to receive paper copies of the proxy materials and Annual Report, you may request such materials by telephone at 1-800-579-1639, by email at sendmaterial@proxyvote.com, or over the Internet at www.proxyvote.com .

Inspector of Election

A representative from Broadridge will serve as the inspector of election for the Annual Meeting.

Stockholder Proposals

Notice of any proposal that a stockholder intends to present at the 2020 annual meeting of stockholders, as well as any director nominations, must be delivered to the principal executive offices of the Company not earlier than the close of business on January 11, 2020 nor later than the close of business on February 10, 2020. The notice must be submitted by a stockholder of record and must set forth the information required by the Company's bylaws with respect to each director nomination or other proposal that the stockholder intends to present at the 2020 annual meeting of stockholders. A copy of the Company's bylaws is available on the Company's corporate website at www.wowway.com . Our website is not part of this proxy statement. Stockholders may submit proposals for inclusion in our proxy materials in accordance with Rule 14a-8 promulgated under the Exchange Act of 1934, as amended ("Exchange Act"). For such proposals to be included in our proxy materials relating to our 2020 annual meeting of stockholders, all applicable requirements of Rule 14a-8 must be satisfied and such proposals must be received by us no later than November 30, 2019.

Table of Contents

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Board of Directors

Set forth below is the name, age, position and a description of the business experience of each of our directors and director nominees as of March 29, 2019:

Name	Age	Position(s)	Class	Appointed	Current Term Expiration

*Director Nominees:*
Daniel Kilpatrick	38	Director	II	March 15, 2017	2019
Tom McMillin	57	Director	II	August 7, 2017	2019
Joshua Tamaroff	33	Director	II	March 15, 2017	2019
*Continuing Directors:*
Jill Bright	56	Director	III	September 5, 2017	2020
David Burgstahler	50	Director	III	March 15, 2017	2020
Brian Cassidy	45	Director	III	March 15, 2017	2020
Teresa Elder	57	Chief Executive Officer ("CEO") and Director	I	December 14, 2017	2021
Jeffrey Marcus	72	Chairman of the Board	I	March 15, 2017	2021
Phil Seskin	55	Director	I	March 15, 2017	2021

Background of Directors

Director Nominees

Daniel Kilpatrick, Director. Mr. Kilpatrick is a Partner at Crestview Partners and joined the firm in 2009 after receiving his Master of Business Administration from the Stanford Graduate School of Business. Mr. Kilpatrick works across a variety of sectors, including media and financial services. Mr. Kilpatrick is currently a director of Crestview portfolio companies Congruex, LLC, the parent company of Industrial Media and Venerable Holdings, Inc. and is a board observer of Fidelis Insurance. He was previously a director of Camping World Holdings, Inc., Accuride Corporation, NYDJ and Symbion, Inc. Mr. Kilpatrick received his Bachelor of Arts degree from Yale University. Mr. Kilpatrick was selected to serve on our Board of Directors because of his private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings.

Tom McMillin, Director. Mr. McMillin founded Nevis Advisors in August 2017 and serves as its Managing Partner. He previously served as the President and Chief Operating Officer of TierPoint and Cequel III. Prior to joining Cequel III and TierPoint in December 2015, Mr. McMillin served as the Executive Vice President and Chief Operating Officer of Suddenlink Communications starting in 2006. Prior to joining Suddenlink, Mr. McMillin served as Chief Financial Officer for a diverse group of communication companies including First Broadcasting, Clearwire Technologies, Inc., AMFM, Inc. and Marcus Cable. He began his professional career with Arthur Andersen & Co. Over the past five years, Mr. McMillin currently serves or has served on the board of directors of Ascent Capital Group, Inc., Service Express, Inc., Suddenlink Communications and TierPoint and serves on the board of governors for the SSM Health Cardinal Glennon Children's Foundation. Mr. McMillin received a Bachelor of Science degree in accountancy from the University of Missouri—Columbia. Mr. McMillin was selected to serve on our Board of Directors because of his industry knowledge and operating expertise developed over years of experience in the industry and his leadership skills and strategic guidance.

Joshua Tamaroff, Director. Mr. Tamaroff joined Avista in 2009 and serves as a Principal. Prior to joining Avista, Mr. Tamaroff worked as an analyst in the leveraged finance group at Lehman Brothers

Table of Contents

and Barclays Capital. Mr. Tamaroff currently serves as a Director on the Boards of OptiNose, Inc., United BioSource Corporation, Organogenesis Holdings Inc., and ACP Nimble Holdings, Inc. Mr. Tamaroff previously served as a director of InvestorPlace Media and IWCO Direct. Mr. Tamaroff received a Bachelor of Science from Cornell University and a Master of Business Administration from the Wharton School at the University of Pennsylvania, where he was a Palmer Scholar. Mr. Tamaroff was selected to serve on our Board of Directors because of his private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings.

Continuing Directors

Jill Bright, Director. Ms. Bright was recently appointed Executive Vice President of Human Resources and Administration at Sotheby's. Prior to joining Sotheby's, Ms. Bright spent more than 20 years at Conde Nast where she led the Human Resources group for many years until her appointment as Chief Administrative Officer in 2010. Prior to joining Conde Nast, Ms. Bright held senior human resources roles at American Express and Macy's. Ms. Bright was appointed by New York City Mayor de Blasio to the Quadrennial Advisory Commission to study, evaluate and make recommendations regarding compensation levels of elected City Officials and in 2017 she was appointed as Mayor de Blasio's Representative to the board of the New York Public Library. Ms. Bright received her bachelor's degree from Marymount Manhattan College, where she is a member of the Board of Trustees, and her MBA from New York University's Stern School of Business. Ms. Bright formerly served on the national board of Girl's Inc. and board of Cumulus Media. Ms. Bright was selected to serve on our Board of Directors because of her operating experience and expertise in compensation issues.

David Burgstahler, Director. Mr. Burgstahler is the Co-CEO and Co-Managing Partner of Avista and the former Chief Executive Officer of Avista Healthcare Public Acquisition Corp. Mr. Burgstahler was a founding partner of Avista in 2005 and since 2009, has been the President of Avista. Prior to forming Avista, Mr. Burgstahler was a partner of DLJ Merchant Banking Partners. Mr. Burgstahler was at DLJ Investment Banking from 1995 to 1997 and at DLJ Merchant Banking Partners from 1997 through 2005. Prior to that, Mr. Burgstahler worked at Andersen Consulting (now known as Accenture plc) and McDonnell Douglas (now known as The Boeing Company). Mr. Burgstahler currently serves as a Director of ACP Nimble Holdings, Inc., Inform Diagnostics, Kramer Laboratories, Osmotica Pharmaceuticals plc and United BioSource Corporation. Mr. Burgstahler previously served as a Director of AngioDynamics Inc., Avista Healthcare Public Acquisition Corp., BioReliance Holdings, Inc., ConvaTec Group plc, INC Research Holdings, Inc., Lantheus Holdings Inc., MPI Research Inc. and Warner Chilcott plc. Mr. Burgstahler holds a Bachelor of Science in Aerospace Engineering from the University of Kansas and a Master of Business Administration from Harvard Business School. Mr. Burgstahler was selected to serve on our Board of Directors because of his extensive finance and management background, with over 20 years in banking and private equity finance, and his experience serving as a director for a diverse group of private and public companies.

Brian Cassidy, Director. Mr. Cassidy is a Partner at Crestview Partners, having joined the firm in 2004. He currently serves as head of the Crestview Partners' media and communications investment strategy and a director of Crestview portfolio companies Camping World Holdings, Inc., Congruex LLC and Hornblower Holdings. Mr. Cassidy was previously involved with the firm's investments in ValueOptions, Inc., OneLink Communications, Charter Communications, Inc., Insight Communications, Cumulus Media, Inc., Interoute Communications Holdings and NEP Group, Inc. Prior to joining Crestview, Mr. Cassidy worked in private equity at Boston Ventures, where he invested in companies in the media and communications, entertainment and business services industries. Mr. Cassidy also worked as the acting CFO of a portfolio company of Boston Ventures. Mr. Cassidy was also an investment banking analyst at Alex Brown & Sons, where he completed a range of financing and M&A assignments for companies in the consumer and business services sectors. Mr. Cassidy received a

Table of Contents

Master of Business Administration from the Stanford Graduate School of Business and a Bachelor of Arts degree in Physics from Harvard College. Mr. Cassidy was selected to serve on our Board of Directors because of his leadership skills as head of Crestview's media and communications investment strategy, his current and prior directorships experience in this industry, and his private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings.

Teresa Elder, Chief Executive Officer and Director. Ms. Elder was appointed as CEO of the Company in March 2017. Ms. Elder previously was President of Wholesale & Strategic Partnerships at Clearwire from 2009 to 2011. Before that she was Chief Executive Officer at Vodafone Ireland from 2005 to 2007, President—AT&T Broadband from 2000 to 2001, Senior Vice President—MediaOne from 1998 to 2000 and Vice President—National Operations from 1997 to 1998 at MediaOne and General Manager—Rocky Mountain Division at USWEST from 1994 to 1996. Ms. Elder has acted as a business consultant, subject matter expert and speaker. Ms. Elder has been a Member and then Board Chair of the Management Board of the Stanford University Graduate School of Business since 2012, a member of the Board of Advisors to the Stanford University MSx Program and Steering Committee to Stanford Women on Boards, a member of the Cystic Fibrosis Foundation Board of Trustees as of 2017 and a member of the Board of C-SPAN as of 2018. Ms. Elder served as a member of the Board of Advisors for the Markkula Center for Applied Ethics until January 2019 and as a Board Observer to Phylagen from 2015 to 2017. Ms. Elder received her undergraduate degree from Creighton University and she holds a Master of Science in Management degree from Stanford University, Graduate School of Business. Ms. Elder was selected to serve on our Board of Directors because of her extensive executive and industry experience, in addition to her role as our Chief Executive Officer.

Jeffrey Marcus, Chairman of the Board. Mr. Marcus is a Vice Chairman at Crestview, which he joined in 2004. Mr. Marcus retired as a Partner at Crestview as of January 1, 2019. Mr. Marcus previously served as the President and CEO of AMFM (formerly Chancellor Media Corporation), one of the nation's largest radio broadcasting companies. Mr. Marcus was also the Founder, and CEO of Marcus Cable, which at the time of its sale in 1998, was the largest privately held cable company in the United States. Prior to his involvement with Marcus Cable, Mr. Marcus founded Marcus Communications, which was merged into renamed company, WestMarc Communications. Mr. Marcus is a Director of Camping World Holdings, Inc. He has served on a variety of other public and private company boards of directors, including Brinker International, AMFM, Charter Communications, Insight Communications, OneLink Communications, WestMarc Communications, NEP Group, Inc. and was former Chairman of DS Services and Cumulus Media, Inc. Mr. Marcus received a Bachelor of Arts degree in economics from the University of California, Berkeley. Mr. Marcus was selected to serve on our Board of Directors because of his extensive experience as CEO of several companies in the broadcast and communications industry, his leadership skills and his current and prior directorship experience in the industry.

Phil Seskin, Director. Prior to joining Avista in 2012 as an Industry Executive, Mr. Seskin spent more than two decades at Verizon Communications, most recently as a Senior Vice President of Corporate Development. At Verizon, Mr. Seskin worked on initiatives that spanned more than 20 countries and involved strategy, acquisitions, operating issues, valuation, cross-border currency, tax and regulatory issues. Mr. Seskin also played a significant role in securing board, regulatory, and other necessary approvals in transactions. Prior to his role as Senior Vice President of Corporate Development, Mr. Seskin held a number of positions at Verizon, including Vice President, Corporate Development, Managing Director, Mergers and Acquisitions; and Managing Director, Financial Planning and Investment Analysis. Mr. Seskin also founded Verizon Strategic Investments, the company's venture capital operation. Mr. Seskin was instrumental in building new companies and creating shareholder value through mergers, acquisitions, joint ventures, organic investment, operating initiatives, and divestitures, totaling over $150 billion in the United States, Europe, Latin America and

Table of Contents

Asia. Mr. Seskin serves as a Director of Telular Corporation, and is a Trustee of Big Brothers Big Sisters of New York City. He has also served as a Director of Databank Holdings and as a Trustee of New York Downtown Hospital until its merger with New York Presbyterian. Mr. Seskin received a Bachelor of Arts degree from Adelphi University in 1985 and a Master of Business Administration in Finance in 1992 from Hofstra University. Mr. Seskin was selected to serve on our Board of Directors because of his industry knowledge and operating expertise developed over years of experience in the industry and his leadership skills and strategic guidance.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Controlled Company

Avista Capital Partners ("Avista") and Crestview Partners ("Crestview" and together with Avista, the "Sponsors") continue to control a majority of the voting power of our outstanding common stock. As a result, we are a "controlled company" within the meaning of the corporate governance rules of the New York Stock Exchange. As a controlled company, exemptions under the standards free us from the obligation to comply with certain corporate governance requirements, including the requirements:

•: that a majority of our Board of Directors consists of "independent directors," as defined under the rules of the New York Stock Exchange;
•: that we have, to the extent applicable, a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;
•: that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and
•: for an annual performance evaluation of the nominating and corporate governance committee and compensation committee.

Although we are able to avail ourselves of the "controlled company" exception under the New York Stock Exchange rules, as of January 1, 2019 a majority of the members of our Board of Directors are deemed independent and each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is comprised entirely of independent directors, and we fully complied with the independence requirements of Rule 10A-3 of the Exchange Act and the rules of the New York Stock Exchange within the applicable time frame.

Our Board of Directors has affirmatively determined that David Burgstahler, Jill Bright, Jeffrey Marcus, Tom McMillin, Phil Seskin and Josh Tamaroff are independent directors under the applicable rules of the New York Stock Exchange and that Mr. Marcus, Mr. McMillin and Mr. Seskin are also independent directors for purposes of Rule 10A-3 of the Exchange Act.

Classification of Board of Directors

Our amended and restated certificate of incorporation provides that our Board of Directors is divided into three classes of directors, with the classes as nearly equal in number as possible. Our directors are divided among the three classes as follows:

•: Class I directors, Teresa Elder, Jeffrey Marcus and Phil Seskin, whose initial terms expire at the annual meeting of the stockholders occurring in 2021;
•: Class II directors, Daniel Kilpatrick, Tom McMillin and Joshua Tamaroff, whose initial terms expire at our Annual Meeting this year; and

Table of Contents

•: Class III directors, Jill Bright, David Burgstahler and Brian Cassidy, whose initial terms expire at the annual meeting of the stockholders occurring in 2020.

Directors in a particular class will be elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director's term continues until the election and qualification of his successor, or his earlier death, resignation or removal.

Stockholders' Agreement

We are party to a Stockholders' Agreement with the Sponsors and certain members of management. The Stockholders' Agreement provides, among other things, that each Sponsor has the right to designate:

•: three directors to our Board of Directors for so long as such Sponsor owns at least 22.5% of our outstanding shares of common stock;
•: two directors for so long as such Sponsor owns at least 15%, but less than 22.5%, of our outstanding shares of common stock; and
•: one director to our Board of Directors for so long as such Sponsor owns at least 5%, but less than 15%, of our outstanding shares of common stock.

The current Avista designees are Mr. Seskin, Mr. Tamaroff and Mr. Burgstahler. The current Crestview designees are Mr. Marcus, Mr. Kilpatrick and Mr. Cassidy. We will be required to take all necessary action to cause the Board of Directors to ensure the composition of our Board of Directors as set forth above.

Board Committees

Our Board of Directors has three standing committees: an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. Each committee reports to the Board of Directors as it deems appropriate and as the Board of Directors may request. The composition, duties and responsibilities of these committees are set forth below. In the future, our Board of Directors may establish other committees, as it deems appropriate, to assist it with its responsibilities. Members of the Board of Directors are expected to attend all Board meetings and all meetings of all committees of the Board on which they serve. In 2018, the Board of Directors held seven meetings and all of the members of the Board of Directors attended more than 75% of the meetings of the Board of Directors and more than 75% of the meetings of all committees of the Board

Table of Contents

on which they serve. On February 23, 2018, our Board of Directors reconstituted the composition of our three standing committees, as set forth below:

Director	Audit Committee	Nominating and Corporate Governance Committee	Compensation Committee

Teresa Elder
Jill Bright		Member	Chair
David Burgstahler		Member	Member
Brian Cassidy
Daniel Kilpatrick
Jeffrey Marcus	Member
Tom McMillin	Chair		Member
Phil Seskin	Member	Chair
Joshua Tamaroff
Number of Meetings in 2018:	8	4	8

Audit Committee

The Audit Committee is responsible for, among other matters: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm their independence from management; (3) reviewing with our independent registered public accounting firm the scope and results of their audit; (4) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual consolidated financial statements that we file with the SEC; (6) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (7) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and (8) reviewing and approving related person transactions.

Our Audit Committee consists of Tom McMillin, as chair, Jeffrey Marcus and Phil Seskin. Our Board of Directors has affirmatively determined that Tom McMillin, Jeffrey Marcus and Phil Seskin meet the definition of "independent director" for purposes of serving on an Audit Committee under applicable SEC and the New York Stock Exchange rules, and we comply with these independence requirements, including the requirement to have an audit committee consisting entirely of independent directors within the one year anniversary of our initial public offering. Our Board of Directors has determined that Mr. Marcus and Mr. McMillin qualify as "Audit Committee financial experts."

Our written charter for the Audit Committee is available on our corporate website at www.wowway.com . The information contained on, or that can be accessed through, our website does not constitute a part of this proxy statement.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for, among other matters: (1) screening and identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors, including nominees recommended by stockholders; (2) overseeing the organization of our Board of Directors to discharge the Board's duties and responsibilities properly and efficiently; (3) identifying best practices and recommending corporate governance principles; (4) overseeing evaluations of the Board, individual Board members and the

Table of Contents

Board committees; and (5) developing and recommending to our Board of Directors a set of corporate governance guidelines and principles applicable to us.

In accordance with the Company's Corporate Governance Guidelines, which are available on the Company's website at www.wowway.com, and as part of this process, the Nominating and Corporate Governance Committee considers the breadth of background, strength of character, skills, reputation in the business community, ethics and integrity that candidates may bring to the Board of Directors.

Our Nominating and Corporate Governance Committee consists of Phil Seskin, as chair, Jill Bright and David Burgstahler.

Our written charter for the Nominating and Corporate Governance Committee is available on our corporate website at www.wowway.com . The information contained on, or that can be accessed through, our website does not constitute a part of this proxy statement.

Compensation Committee

The compensation committee of our Board of Directors ("Compensation Committee") is responsible for, among other matters: (1) reviewing key employee compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our directors, CEO and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and (4) administering our stock plans and other incentive compensation plans.

Our Compensation Committee consists of Jill Bright, as chair, David Burgstahler, and Tom McMillin.

Our written charter for the Compensation Committee is available on our corporate website at www.wowway.com . The information contained on, or that can be accessed through, our website does not constitute a part of this proxy statement.

Risk Oversight

Our Board of Directors delegates to the Audit Committee oversight of our risk management process. Our other board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board of Directors as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.

Code of Ethics

We have adopted a written General Code of Ethics ("General Code of Ethics") which applies to all of our directors, officers and other employees, including our principal executive officer, principal financial officer and controller. In addition, we have adopted a written Code of Ethics for Executive Officers and Principal Accounting Personnel ("Senior Officer Code of Ethics") which applies to our principal executive officer, principal financial officer, controller and other designated members of our management. Copies of each code are available on our corporate website www.wowway.com . The information contained on, or that can be accessed through, our website does not constitute a part of this proxy statement. We will provide any person, without charge, upon request, a copy of our General Code of Ethics or Senior Officer Code of Ethics. Such requests should be made in writing to the attention of our Secretary at the following address: 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado 80111.

Table of Contents

Communications to the Board of Directors

Stockholders and other interested parties may communicate directly with the Board of Directors, the non-management directors or the independent directors as a group or specified individual directors by writing to such individual or group care of our Secretary at the following address: WideOpenWest, Inc., 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado 80111. Our Secretary will forward all correspondence to the relevant group or individual.

Executive Officers

Set forth below is the name, age, position and a description of the business experience of each of our executive officers as of March 29, 2019.

Name	Age	Position(s)

Teresa Elder	57	CEO and Director
Rich Fish	53	Chief Financial Officer
Craig Martin	67	General Counsel & Secretary
Nancy McGee	61	Chief Marketing and Sales Officer
Matthew Bell	51	Chief Technology Officer
David Brunick	57	Chief Human Resources Officer
Don Schena	59	Chief Customer Experience Officer

Background of Executive Officers

Teresa Elder, CEO and Director. Ms. Elder's biographical information is included in "—Background of Directors—Director Nominees."

Rich Fish, Chief Financial Officer. Mr. Fish joined our team in January 2013 as Chief Financial Officer and brings to the Company 24 years of experience in various financial, operational and business development leadership positions in the telecommunications industry. Prior to joining the Company, Mr. Fish served as the Executive Vice President & Chief Financial Officer at ITC^DeltaCom where he was responsible for all finance, accounting and treasury related functions. Prior to ITC^DeltaCom, Mr. Fish was the Chief Financial Officer at ICG Communications and served in various financial and operating leadership positions with AT&T and Teleport Communications Group. Mr. Fish began his career with Arthur Andersen, received his undergraduate degree from the University of Nebraska and is a Certified Public Accountant.

Nancy McGee, Chief Marketing & Sales Officer. Ms. McGee is the Company's Chief Marketing & Sales Officer. She joined the Company on February 12, 2018. Prior to joining the Company, Ms. McGee served as the Executive Vice President of Marketing for Starz Entertainment. She also previously served in senior marketing leadership roles for multiple-system operators including Adelphia Communications, AT&T Broadband and MediaOne. Ms. McGee holds both a Master of Science degree and a Bachelor of Science degree in Business Administration from the University of Denver, and has served as an adjunct faculty member and Advisory Board member at the Daniels College of Business.

Craig Martin, General Counsel and Secretary. Mr. Martin is the Company's General Counsel and Secretary, positions he has held since joining our predecessor in January 2000. Prior to joining WOW, Mr. Martin served as the Chief Operating Officer and Chairperson of the cable and telecommunications practice group of Howard & Howard Attorneys, PC. He received his undergraduate degree from Amherst College, his Master of Science from Trinity College, Dublin and his Juris Doctor degree from the University of Notre Dame.

Table of Contents

Matthew Bell, Chief Technology Officer. Mr. Bell became our Chief Technology Officer in April 2018. Mr. Bell is an engineering, operations and technology leader with more than 20 years of telecommunications experience. Mr. Bell has an established track record of delivering on business operations objectives and has led numerous successful transformations of complex business systems that built employee talent, drove customer growth and enhanced shareholder value. Mr. Bell has previously served in leadership roles at Charter Communications, Adelphia Communications, Motorola Mobility, Sarepta Advisors and Teambell Consulting, where he has held key executive roles in product development, strategy, engineering and IP infrastructure, network operations, information technology and software development.

Don Schena, Chief Customer Experience Officer. Mr. Schena joined our team in July 2018. As chief customer experience officer, Mr. Schena has responsibility for our strategy and vision for all customer-facing functions. Mr. Schena has more than 20 years of senior-level experience in the telecommunications industry, having previously served as Senior Vice President at Clearwire, Comcast, AT&T and MediaOne. In addition, Mr. Schena served as chief operating officer at Simple Star where he led strategy execution and managed finance, human resources, customer care, business development and partner management functions. Mr. Schena brings an impressive track record of building and managing customer relationships and delivering advanced products and services to customers in his previous roles.

David Brunick, Chief Human Resources Officer. Mr. Brunick became our Chief Human Resources Officer in February 2018. For more than 30 years, Mr. Brunick has transformed the Human Resources functions in large companies to be the driver for business performance through top talent who are valued, well trained, and recognized for the work they do to make an organization thrive. Mr. Brunick is a veteran of the telecom, wireless and cable industries, having been the top HR executive in organizations at MediaOne (Now Comcast) and Adelphia (now Comcast and Time Warner). Mr. Brunick attended the University of Colorado where he earned a Bachelor degree in Business and a Master degree in Management and Organizational Development. Mr. Brunick also received a Doctor of Behavioral Health degree from Arizona State University. Mr. Brunick is committed to his community with a focus on improving the mental health of people in Colorado. Mr. Brunick serves on the board of directors of a community mental health agency in Denver called Maria Droste Counseling.

Equity Compensation Plans

The following table sets forth certain information as of December 31, 2018 concerning our equity compensation plans:

Plan category		Weighted-average exercise price of outstanding grants

Equity compensation plans approved by stockholders	2,356,418	$	—	3,101,394
Equity compensation plans not approved by stockholders	—		—	—

Total	2,356,418	$	—	3,101,394

(1): The above table includes 159,649, net of forfeitures, of restricted shares that were granted in lieu of units cancelled from plans prior to the 2017 Omnibus Plan, thus these restricted shares do not count towards the 6,474,128 shares currently authorized by the plan.

Table of Contents

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act, requires the Company's directors, executive officers and persons who beneficially own more than 10 percent of the Company's common stock (collectively, "Reporting Persons") to file with the SEC initial reports of ownership and changes in ownership of the Company's common stock. Reporting Persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file. Based solely on its review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, the Company believes that during its fiscal year ended December 31, 2018 all filing requirements applicable to the Reporting Persons were timely met, except that Mr. Bell filed a late Form 4 on December 7, 2018 to report a restricted stock award granted on June 12, 2018 which were inadvertently omitted from his prior Form 4, and David Brunick filed a late Form 3 on December 7, 2018 to report his initial ownership of common stock upon his appointment as an executive officer on August 6, 2018.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows information about the beneficial ownership of our common stock, as of March 29, 2019, by:

•: each person known by us to beneficially own 5% or more of our outstanding common stock;
•: each of our directors and named executive officers; and
•: all of our directors and executive officers as a group.

For further information regarding material transactions between us and certain of our stockholders, see "Certain Relationships and Related Party Transactions."

As of March 13, 2019, there were 82,662,362 shares of our common stock outstanding, which are entitled to vote at the Annual Meeting. Unless otherwise indicated, the address of each individual listed

Table of Contents

in this table is c/o WideOpenWest, Inc., 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado 80111.

	Common stock owned

Name and Address of Beneficial Owner(1)	Number		Percentage
Principal Stockholders:
Affiliates of Avista(2)		27,086,225		33	%
Crestview(3)		29,156,559		35	%
Named Executive Officers and Directors:
Teresa Elder		1,032,069		1	%
Rich Fish		269,177		*
Craig Martin		407,237		*
Matthew Bell		185,960		*
Nancy McGee		233,445		*
David Burgstahler(5)		35,387		*
Brian Cassidy(3)		—		*
Daniel Kilpatrick(3)		—		*
Jeffrey Marcus(3)		—		*
Tom McMillin(4)		43,986		*
Phil Seskin(4)		27,434		*
Joshua Tamaroff(6)		—		*
Jill Bright(4)		29,189		*
Executive Officers and Directors as a Group (15 persons)(7)		2,498,976		3	%

*

Less than 1%

(1)

A "beneficial owner" of a security is determined in accordance with Rule 13d-3 under the Exchange Act and generally means any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares:

•: voting power which includes the power to vote, or to direct the voting of, such security; and/or
•: investment power which includes the power to dispose, or to direct the disposition of, such security.

Unless otherwise indicated, each person named in the table above has sole voting and investment power, or shares voting and investment power with his or her spouse (as applicable), with respect to all shares of stock listed as owned by that person. Number of shares owned for each executive officer includes restricted shares issued to such officers on March 14, 2019. The address of our executive officers is c/o 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado 80111.

(2)

Includes 47,494 shares beneficially owned by Avista Capital Holdings, L.P., of which 34,074 shares are restricted, 5,189,636 shares held by Avista Capital Partners III, L.P., 1,531,596 shares held by Avista Capital Partners (Offshore) III, L.P., 1,362,097 shares held by Avista Capital Partners (Offshore) III-A, L.P. (collectively, the "Avista III Funds"), 18,059,208 shares held by ACP Racecar Co-Invest, LLC and 896,194 shares held by ACP Racecar Co-Invest II, LLC (collectively, the "Avista Entities"). Avista Capital Managing Member, LLC exercises voting and dispositive power over the shares held by the Avista III Funds and the Avista Entities. Voting and disposition decisions at Avista Capital Managing Member, LLC are made by an investment committee, the members of which are Thompson Dean, Steven Webster, David Burgstahler and Sriram Venkataraman. Each of the foregoing individuals disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest. The address of each entity referenced in this footnote is c/o Avista Capital Partners, 65 E. 55th Street, 18th Floor, New York, New York 10022.

Table of Contents

(3): According to a 13D/A filed on March 15, 2019, this amount includes 4,596,406 shares held by Crestview W1 Co-Investors, LLC, 1,154,906 shares held by Crestview W1 TE Holdings, LLC, 23,334,006 shares held by Crestview W1 Holdings, L.P. and 71,241 shares granted to Jeffrey Marcus, Brian Cassidy and Daniel Kilpatrick (each of Messrs. Marcus, Cassidy and Kilpatrick have assigned all rights, title and interest in the restricted shares to Crestview Advisors, L.L.C.). Crestview Partners III GP, L.P. exercises voting and dispositive power over the shares held by Crestview W1 Co-Investors, LLC, Crestview W1 TE Holdings, LLC and Crestview W1 Holdings, L.P. Voting and disposition decisions of Crestview Partners III GP, L.P. are made by an investment committee, the members of which are Barry Volpert, Robert Delaney, Jr., Thomas Murphy, Jr., Brian Cassidy, Robert Hurst, Alexander Rose, Richard DeMartini and Adam Klein. None of the foregoing persons has the power individually to vote or dispose of any shares. Each of the foregoing individuals disclaims beneficial ownership of all such shares, except to the extent of his pecuniary interest. The address of each of the foregoing is c/o Crestview Partners, 667 Madison Avenue, 10th Floor, New York, New York 10065.
(4): The address of Ms. Bright, Mr. McMillin and Mr. Seskin is c/o 7887 East Belleview Avenue, Suite 1000, Englewood, Colorado 80111.
(5): Excludes shares held by the Avista Entities. Mr. Burgstahler is the Co-Chief Executive Officer of the general partner of Avista Capital Partners GP, LLC and as a result may be deemed to beneficially own the shares owned by the Avista Entities. Mr. Burgstahler disclaims beneficial ownership of the shares held by the Avista Entities, except to the extent of his pecuniary interest therein. Mr. Burgstahler's address is c/o Avista Capital Partners, 65 E. 55th Street, 18th Floor, New York, New York 10022.
(6): Excludes shares held by the Avista Entities. The address of Mr. Tamaroff is c/o Avista Capital Partners, 65 E. 55th Street, 18th Floor, New York, New York 10022.
(7): Includes shares held by all executive officers and directors including David Brunick and Donald Schena.

Table of Contents

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Stockholders' Agreement

We have entered into a Stockholders' Agreement with the Sponsors and certain members of management. The Stockholders' Agreement provides, among other things, that each Sponsor has the right to designate:

•: three directors to our Board of Directors for so long as such Sponsor owns at least 22.5% of our outstanding shares of common stock;
•: two directors for so long as such Sponsor owns at least 15%, but less than 22.5%, of our outstanding shares of common stock; and
•: one director to our Board of Directors for so long as such Sponsor owns at least 5%, but less than 15%, of our outstanding shares of common stock.

The Avista designees are Mr. Seskin, Mr. Tamaroff and Mr. Burgstahler. The Crestview designees are Mr. Marcus, Mr. Kilpatrick and Mr. Cassidy. We will be required to take all necessary action to cause the Board of Directors to ensure the composition of our Board of Directors as set forth above.

For so long as both Sponsors hold more than 5% of our common stock, a Sponsor wishing to sell shares of our common stock pursuant to Rule 144 under the Securities Act will be required to consult with the other Sponsor and afford such Sponsor the opportunity to participate in any such Rule 144 sale on a pro rata basis.

The Stockholders' Agreement provides certain limitations on the ability of members of management party thereto to offer, sell or otherwise dispose of shares of our common stock or compete with the Company.

The Stockholders' Agreement requires the Company to reimburse the Sponsors for costs the Sponsors incur on behalf of the Company, services provided by the Sponsors to the Company and for any expenses the Sponsors incur relating to enforcing their rights under the Stockholders' Agreement. The Stockholders' Agreement also includes corporate opportunity, confidentiality and indemnification provisions customary for agreements of this type.

Subject to certain exceptions, the Stockholders' Agreement will terminate with respect to each Sponsor at such time as such Sponsor owns less than 5% of our outstanding shares of common stock, and the Stockholders' Agreement will terminate entirely at such time as both Sponsors own less than 5% of our outstanding shares of common stock.

Registration Rights Agreement

We have entered into a Registration Rights Agreement with Avista and Crestview pursuant to which, among other things, we will provide to Avista and Crestview an unlimited number of "demand" registrations. The Registration Rights Agreement also provides Avista and Crestview customary "piggyback" registration rights. We are required to pay certain expenses relating to such registrations and to indemnify Avista and Crestview against certain liabilities which may arise in connection with the Registration Rights Agreement.

Incentive Plan and Employee Agreements

2017 Omnibus Incentive Plan

The 2017 Omnibus Plan provides for grants of stock options, restricted stock and performance awards. See "Proposal Four—Vote to Approve an Amendment to 2017 Omnibus Plan" for a description of the material terms of the 2017 Omnibus Plan.

Table of Contents

Indemnification Agreements

We have entered into indemnification agreements with each of our current directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Policies and Procedures with Respect to Related Party Transactions

We have adopted written policies and procedures whereby our Audit Committee is responsible for reviewing and approving related party transactions. In addition, our General Code of Ethics requires that all of our employees and directors inform the Company of any material transaction or relationship that comes to their attention that could reasonably be expected to create a conflict of interest. Further, at least annually, each director and executive officer will complete a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which the executive officer, a director or a related person has a direct or indirect material interest.

Table of Contents

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis ("CD&A") provides information regarding the 2018 fiscal year compensation program for each individual who served as a principal executive officer or principal financial officer during 2018 and the three other executive officers at fiscal year-end who were our most highly compensated executive officers. Those individuals (the "named executive officers" or "NEOs") were:

•: Teresa Elder, Chief Executive Officer
•: Rich Fish, Chief Financial Officer
•: Nancy McGee, Chief Marketing and Sales Officer
•: Craig Martin, General Counsel and Secretary
•: Matthew Bell, Chief Technology Officer

Unless the context requires otherwise, references to the "Compensation Committee" or the "Committee" in this CD&A refer to the Compensation Committee of our Board.

Executive Summary

In 2018, the Company's compensation program was significantly influenced by the number of new executive officers brought on board to execute our strategic plan, and the inducement awards and compensation required to transform our leadership. In February 2018, the Company hired Nancy McGee as the Chief Marketing & Sales Officer. In April 2018, the Company hired Matthew Bell as the Company's Chief Technology Officer. Each of Ms. McGee and Mr. Bell entered into the employment arrangements described herein. In addition, two of the Company's former named executive officers departed the Company in 2018, including our former Chief Marketing and Sales Officer, Scott Russell, in January of 2018 and Cash Hagen, the Company's former Chief Operating Officer, in April of 2018.

Our 2018 compensation program

We have strived to create an executive compensation program that balances short-term versus long-term payments and awards, cash payments versus equity awards and fixed versus contingent payments and awards in ways that we believe are most appropriate to motivate our executive officers.

The following is a summary of key aspects of our 2018 compensation programs for our named executive officers:

•: Base Salary —Provide the security of a competitive fixed cash payment for services rendered.
•: Annual Cash Incentives —Motivate superior annual performance and support our objectives by tying any payout to the achievement against pre-established operating goals.
•: Long-Term Equity Incentives —Retain executives and align their interests with those of our long-term stockholders by motivating them to build stockholder value over the life of the grants and beyond. We generally tie long-term equity incentives to the appreciation of our common stock through grants of restricted stock.
•: Employment Agreements —Maintain a strong, experienced management team which is essential to the best interests of the Company and our stockholders and minimize any employment security concerns.

Table of Contents

We combine these elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives and align the interests of our executive officers and other senior personnel with those of our stockholders.

Corporate Governance "Best Practices"

Below is a summary of best practices that we have implemented with respect to the compensation of our named executive officers because we believe they support our compensation philosophy and are in the best interests of our Company and our stockholders.

•: Benchmarking review of external market data when making compensation decisions.
•: Annual bonus awards are based on a combination of the following factors: (a) financial operating performance against pre-defined objective goals, (b) customer satisfaction metrics, and (c) employee engagement metrics.
•: The Compensation Committee engages an independent compensation consultant.
•: We prohibit all executives and directors from trading in derivative securities related to our securities.
•: The Compensation Committee conducts an annual risk assessment of our compensation program.
•: We do not provide gross-up payments on excise taxes under Section 280G of the Code.

The Compensation Committee is generally charged with the oversight of our executive compensation program. The Compensation Committee considers the proper alignment of executive pay with our values and strategy by overseeing executive compensation policies, measuring and assessing corporate performance and taking into account our CEO's performance assessment of our Company coupled with the individual performance of our other named executive officers. In 2018, the Compensation Committee retained Meridian Compensation Partners, LLC ("Meridian") to assist the Compensation Committee in re-assessing its compensation practices in light of the Company's recent transition to public company status. The Compensation Committee received an appropriate independence letter from Meridian and confirmed there were no conflicts of interest. The Compensation Committee has continued to use Meridian as its compensation consultant for executive and director compensation matters.

Compensation Philosophy and Objectives

The Company's 2018 compensation program for its executive officers was designed to attract, motivate, reward and retain key executives and other employees and to enhance equity value by emphasizing long-term equity compensation. The Company believes that its 2018 compensation program provides total compensation that is both fair and competitive. As we continue to adjust to our status as a publically held entity, we will seek to provide adequate base compensation to attract and retain talent, while offering additional incentives to achieve short-term and long-term financial performance goals and to maximize long-term value for our stockholders. We expect to further refine our compensation policy to achieve these goals.

We seek to provide competitive compensation that is commensurate with performance. We generally target compensation at the median of the market and calibrate annual incentive opportunities to generate less-than-median awards when goals are not fully achieved and greater-than-median awards when goals are exceeded. Additionally, a significant portion of executive's compensation is in the form of equity based long-term incentives directly aligning the executive team with shareholders.

Table of Contents

Compensation Determination Process

Role of the Board and Chief Executive Officer

All executive compensation decisions are made by our Compensation Committee. The Compensation Committee takes significant direction from the recommendations of our CEO regarding the design and implementation of the executive compensation program, as our CEO has significant involvement in, and knowledge of, the Company's business goals, strategies and performance, the overall effectiveness of the executive officers and each person's individual contribution to the Company's performance. Ms. Elder does not make recommendations with respect to her own compensation. In addition, when making its decisions, the Compensation Committee considers the following factors:

•: the requirements of any applicable employment agreements;
•: the executive's individual performance during the year;
•: projected role and responsibilities for the coming year;
•: actual and potential impact on the successful execution of our Company strategy;
•: the executive's prior compensation, experience and professional status;
•: internal pay considerations; and
•: employment market conditions and compensation practices within our peer group.

The Company also considered the results of the prior year's advisory say-on-pay vote in our compensation-setting practices. While the vote is not binding, our Board of Directors and Compensation Committee members value the opinions of our stockholders. At our 2018 annual meeting of stockholders, stockholders showed strong support for our compensation programs, with over 97% of the votes cast approving, on an advisory basis, the compensation programs paid to our named executive officers. Additionally, at the 2018 annual meeting of stockholders, our stockholders voted to vote on a non-binding resolution regarding executive compensation, annually. Our next advisory, non-binding vote on the frequency of future advisory votes on executive compensation will be at the 2024 annual meeting of stockholders.

Use of Competitive Data

We have historically used comparative information acquired through industry surveys and comparative company analysis in formulating recommendations for annual base salary adjustments, target bonus and long-term incentive grant values. Our Compensation Committee generally targets compensation at the median of the comparable market with actual positioning dependent on individual performance and internal equity.

In 2017, the Compensation Committee, working with its independent advisors, established a peer group to aid in compensation decisions. The peer group consists of companies that are similar to us in business, size and complexity and with whom we compete for executive talent. In selecting our peer group we considered:

•: publicly-traded U.S. companies that file periodic reports with the SEC;
•: companies with comparable revenue (1/3x—3x) and market capitalization values (1/5x—5x); and
•: organizations in the cable, satellite and telecommunications industry

Table of Contents

In determining the 2018 executive pay and program benchmarking, our Compensation Committee and independent advisors approved the inclusion of the following companies:

•

Akamai Technologies, Inc.

•

GTT Communications, Inc.

•

ATN International, Inc.

•

SBA Communications Corporation

•

Cable ONE, Inc.

•

Shenandoah Telecommunications Company

•

Cincinnati Bell Inc.

•

United States Cellular Corporation

•

Cogent Communications Holdings, Inc.

•

Viasat, Inc.

•

Consolidated Communications Holdings, Inc.

•

Vonage Holdings Corp.

•

EchoStar Corporation

•

Zayo Group Holdings, Inc.

•

General Communication, Inc.

In 2018, the Compensation Committee, working with its independent advisors, updated our peer group to remove Cogent Communications Holdings, Inc, General Communication, Inc. and Viasat, Inc. and to include Cogeco Communications Holdings, Inc. and Uniti Group.

Elements of Executive Compensation

Our compensation program is weighted towards performance-based compensation, reflecting our philosophy of increasing our long-term value and supporting strategic imperatives. Historically, total compensation and other benefits consisted of the following elements:

•: base salary;
•: short-term annual cash incentive (bonus) compensation;
•: long-term equity incentive compensation; and
•: other benefit programs.

We combine these elements in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational, and strategic objectives and align the interests of our executive officers and other senior personnel with those of our stockholders.

In 2018, we re-introduced a short-term incentive cash compensation bonus plan tied to specific enterprise-wide goals. This program represented an evolution in our compensation programs over 2017, where we relied more heavily on equity incentive programs to address retention concerns as part of our transition as a newly public company. We do not offer a defined benefit pension plan. The Compensation Committee supports a competitive employee benefit package, but does not support executive perquisites or other supplemental programs targeted to executives.

Base Salary

A key component of compensation of our executive officers has historically been base salary. The base salary established for each of our executive officers is intended to reflect each individual's responsibilities, experience, prior performance and other discretionary factors deemed relevant by our Compensation Committee. Base salaries are reviewed and considered by the Compensation Committee on an annual basis or as otherwise deemed appropriate by the Compensation Committee. Each named executive officer received a base salary paid in cash. The employment agreements for each named executive officer established a base salary, subject to annual increases at the Company's discretion. Annual merit increases for 2018 were effective in April. The Compensation Committee and the CEO rely primarily on competitive market analyses in determining annual salary increases while also

Table of Contents

considering the Company's overall performance, and the individual's experience, current performance and potential for advancement.

The following table sets forth the approximate base salaries approved for the named executive officers in 2017 and 2018:

Name	2017 Base Salary		2018 Base Salary

Teresa Elder	$	750,000	$	750,000	—
Rich Fish	$	335,919	$	375,000	11.6	%
Nancy McGee		N/A	$	375,000	N/A
Craig Martin	$	371,680	$	375,000	0.9	%
Matthew Bell		N/A	$	375,000	N/A

Short-Term Annual Cash Incentive Compensation

We have a cash-based short-term incentive program ("STIP") to motivate our executive officers and other exempt employees to achieve certain short-term Company-wide goals within the calendar year. In 2018, the overall potential payout in the 2018 STIP program ranged from a minimum threshold payout of 10% up to 125% of the target bonus for each participant based on certain Company-wide performance. Performance below threshold measures would result in 0% payout of the target bonus.

The 2018 STIP program measured results based on both financial and non-financial metrics. Fifty percent of the potential award was driven by the Company's Transaction Adjusted EBITDA performance relative to budget, with the minimum and maximum amounts achievable based on the actual results. To determine the payout, we used the same Transaction Adjusted EBITDA definition for compensation purposes as we do in our earnings release, which is Adjusted EBITDA after giving effect to the impact of acquisitions and dispositions that were completed during the relevant periods as if they occurred at the beginning of the period presented as well as adjustments associated with Hurricane Michael. An additional 25% of the STIP award was tied to internal employee engagement measures, with the remaining 25% tied to customer satisfaction measures. Payout for performance on the non-financial measures was subject to proration based on achievement of Transaction Adjusted EBITDA. For purposes of 2018 compensation, the Compensation Committee further adjusted the metrics to add back the effects of Hurricane Michael on the Company's results.

The following table below sets forth the 2018 adjusted EBITDA performance levels required for threshold, target and maximum payouts as well as actual performance for the financial portion of the 2018 STIP.

	Threshold			Target			Maximum			Actual 2018

Adjusted EBITDA	$	401,000,000		$	425,300,000		$	439,400,000		$	415,786,645
Payout as a Percent of Target		10	%		100	%		150	%		55	%

Table of Contents

Based on 2018 STIP metric Company performance, each of the Company's named executive officers earned an aggregate payout of 55% of the total 2018 STIP target variable compensation, which was subject to proration based on time served in the position.

Name	Non-Financial Metric Achievement(1)	Financial Metric Achievement	Overall STIP Achievement	2018 Bonus Earned

Teresa Elder	100%	55%	55%	$	515,625
Rich Fish	100%	55%	55%	$	103,125
Nancy McGee	100%	55%	55%	$	90,976
Craig Martin	100%	55%	55%	$	103,125
Matthew Bell	100%	55%	55%	$	71,199

(1): Payout for performance on the non-financial measures was subject to proration based on achievement of Transaction Adjusted EBITDA.

Long-Term Equity Incentive Compensation

Since completion of our IPO, we utilized restricted stock awards to attract, motivate and retain key executives with time-based annual awards based on a percentage of base salary for each NEO. This practice continued in 2018. During 2017, and in connection with our transition to a public company, we also utilized restricted stock awards to compensate certain executives for pre-IPO management interests that were cancelled in connection with our transition to a public company. We expect to continue to evolve our compensation practices to utilize performance-based equity awards tied to long-term strategic initiatives and key metrics of our business.

Current grants of equity are subject to the provisions of the 2017 Omnibus Plan, as well as the Company's Stockholders' Agreement (as amended from time to time).

Other Benefit Programs

Severance and Change in Control Benefits

We have entered into an employment agreement with Ms. Elder and letter agreements with each of Mr. Martin, Mr. Fish, Ms. McGee, and Mr. Bell. The employment agreement and letter agreements provide for base salary, annual discretionary bonuses, annual equity awards and employee benefits during the term of employment. Each of these agreements provides for certain payments and other benefits if the executive's employment is terminated by us without cause or by the executive for good reason. In addition, in November 2018, the Board adopted the Change in Control and Severance Benefits Plan which provides for certain additional payments to our executive officers (as such term is defined in SEC regulations) if such executive officers are terminated under specified circumstances in connection with a change in control of the Company. In each case, severance payments are subject to signing a release and our executives are subject to non-competition, non-solicitation and confidentiality restrictions. See the subsection "—Potential Payments upon Termination or Change in Control" for a description of the change in control plan and employment agreements, including the applicable severance and change in control benefits.

Retirement Plans

The only retirement benefits currently provided to our NEOs are those under our tax-qualified 401(k) savings plan, which are offered to all eligible employees (not just our executive officers).

Table of Contents

Health and Welfare Benefits

Our named executive officers are eligible to participate in each of our employee and health and welfare benefit arrangements on the same basis as our other employees (subject to, and in accordance with, applicable laws). This is a fixed component of compensation, and these benefits are provided on a non-discriminatory basis to all employees. The Company continually evaluates its health and welfare programs and vendors to provide a competitive program that promotes wellness for our employees.

Perquisites or Other Benefits

Other than as expressly described in this CD&A, we do not currently provide any perquisites or other benefits to our named executive officers.

Non-qualified Deferred Compensation Plan

In July 2007, we implemented a non-qualified deferred compensation plan. Under this plan, certain members of management and other highly compensated employees may elect to defer a portion of their annual compensation, subject to certain regulatory percentage limitations, such that they are able to defer the same percentages of compensation. The assets and liabilities of the plan are consolidated within the Company's financial statements. The assets of the plan are specifically designated as available to the Company solely for the purpose of paying benefits under the Company's deferred compensation plan. However, in the event the Company became insolvent, the investments would be available to all unsecured general creditors.

Tax and Accounting Implications

Nonqualified Deferred Compensation

Section 409A of the Internal Revenue Code of 1986, as amended ("Code") provides that amounts deferred under nonqualified deferred compensation arrangements will, upon becoming vested, be included in an employee's income as well as be subject to penalties and interest, unless certain requirements are complied with. The Compensation Committee operates its compensation programs with the intention of either complying with, or being exempt from, the requirements of Section 409A of the Code. The Company accounts for stock-based payments with respect to our long-term equity incentive award program in accordance with the requirements of Financial Accounting Standard Board ("FASB") ASC 718—Stock Compensation ("ASC 718").

Change in Control Payments

If a company makes "parachute payments" to an employee, Section 280G of the Code disallows the company's tax deduction for the portion of the parachute payments constituting "excess parachute payments," and Section 4999 of the Code subjects the employee to an additional 20% excise tax on the excess parachute payments. For this purpose, parachute payments generally are defined as payments to specified persons that are contingent upon a change in control in an amount equal to or greater than three times the person's base amount (the five-year average Form W-2 compensation). The excess parachute payments, which are nondeductible and subject to an additional 20% excise tax, equal the amount of the parachute payments in excess of one times the person's base amount. We do not provide any gross-up payments on potential excise tax requirements due to Section 280G to any of our executives.

Table of Contents

SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid to, or earned by, our named executive officers in 2018, 2017 and 2016.

Name and Principal Position		Salary		Stock Awards ($)(1)		Incentive Units(2)		Non-Equity Incentive Plan Compensation		All Other Compensation			Total

Teresa Elder(3)	2018	$	750,000	$	2,859,558	$	—	$	515,625	$	—		$	4,125,183
Chief Executive	2017	$	20,192	$	1,585,618		—		—	$	200,000	(4)	$	1,805,810
Officer	2016		—		—		—		—		—			—
Rich Fish	2018	$	361,472	$	607,650	$	—	$	103,125	$	93,451	(5)	$	1,165,698
Chief Financial	2017	$	333,639	$	789,897		—		—	$	93,451	(5)	$	1,216,987
Officer	2016	$	327,097		—	$	751,802	$	52,201	$	93,451	(5)	$	1,224,551
Nancy McGee(6)	2018	$	324,519	$	1,084,239	$	—	$	90,976	$	—		$	1,499,734
Chief Marketing	2017		—		—		—		—		—			—
and Sales Officer	2016		—		—		—		—		—			—
Craig Martin	2018	$	373,851	$	607,650	$	—	$	103,125	$	50,803	(8)	$	1,135,429
General Counsel	2017	$	369,157	$	605,817	$	—	$	—		54,413	(9)	$	1,029,387
and Secretary	2016	$	361,920	$	—	$	448,838	$	57,758	$	54,244	(10)	$	922,760
Matthew Bell(7)	2018	$	252,404	$	958,759	$	—	$	71,199	$	—		$	1,282,362
Chief Technology	2017		—		—		—		—		—			—
Officer	2016		—		—		—		—		—			—

(1): This column reports information with respect to restricted stock awards that were granted to our named executive officers. The amounts reported represent the grant date fair market value of the restricted stock award, which is the closing trading price of a share of common stock on the grant date multiplied by the number of shares subject to the award. With respect to Ms. Elder in 2017, the number of shares was based on the closing price of our common stock reported on the NYSE for the trading day immediately preceding the effective date of her appointment as Chief Executive Officer pursuant to her employment agreement.
(2): This column reports information with respect to the Incentive Units that were granted to our named executive officers in 2016 prior to our initial public offering. With respect to the Incentive Units, granted pursuant to the operating agreement of Parent, the Company engaged a valuation expert, KPMG LLP, to assist in determining the grant date value of the Incentive Units awards in accordance with FASB ASC 718. Using a market approach which derives value from a recent transaction which involved the Company's equity. Based on this market approach the Company used an option pricing method ("OPM") due to the complexity of its capital structure. An OPM backsolve was then constructed where the total equity value is the dependent variable that is necessary to reconcile to the recent transaction event that included equity. Based on this methodology the Company determined that the grant date fair value of the Time Vesting Units was $77.10 per unit and utilized such value for purposes of compensation expense which is recognized as such units vest. The grant date fair value of the Performance Vesting Units, due to the speculative nature of the vesting conditions, are not included in the Company's compensation expense or the tables above, rather the Company expects to book such expense when, as, and if such Performance Vesting Units vest.
(3): Ms. Elder was appointed as Chief Executive Officer of the Company effective December 14, 2017. Her 2017 salary reflects only the amount she earned during the applicable fiscal year.
(4): Consists of a $200,000 signing bonus upon execution of Ms. Elder's employment agreement.
(5): In each year, consists of a retention plan payment.

Table of Contents

(6): Ms. McGee was appointed Chief Marketing and Sales Officer of the Company effective February 12, 2018. Her salary reflects only the amount she earned during the applicable fiscal year.
(7): Mr. Bell was appointed Chief Technology Officer of the Company effective April 6, 2018. His salary reflects only the amount he earned during the applicable fiscal year.
(8): For 2018, consists of a $51,378 cash payment received pursuant to the retention payment plan and $(575) in losses on the Company's non-qualified deferred compensation plan.
(9): For 2017, consists of a $51,378 cash payment received pursuant to the retention payment plan, a distribution of $2,719 from the Company's 401(k) plans made for compliance reasons, and $316 in earnings on the Company's non-qualified deferred compensation plan.
(10): For 2016, consists of a $51,378 retention plan payment, a distribution of $2,719 from the Company's 401(k) plans made for compliance reasons, and $147 in earnings on the Company's non-qualified deferred compensation plan.

Table of Contents

GRANTS OF PLAN-BASED AWARDS IN 2018

The following table provides information about plan-based awards granted to the named executive officers in 2018.

Name	Grant Date		Grant Date Value ($)

Teresa Elder	3/22/18	390,117	7.33	2,859,558
Rich Fish	3/22/18	82,899	7.33	607,650
Nancy McGee(2)	3/22/18	82,899	7.33	607,650
	3/22/18	65,019	7.33	476,589
Craig Martin	3/22/18	82,899	7.33	607,650
Matthew Bell	6/12/18	100,710	9.52	958,759

(1): The amounts reported represent the grant date fair market value of the restricted stock award, which is the closing trading price reported on the NYSE for a share of common stock on the date of grant multiplied by the number of shares subject to the award. The number of shares granted to Ms. Elder, Mr. Fish, Ms. McGee and Mr. Martin was determined on March 21, 2018, based on the closing trading price reported on the NYSE for a share of common stock on that date. The number of shares granted to Mr. Bell was determined on the final trading day of the month in which he was hired, April 30, 2018, based on the closing trading price reported on the NYSE for a share of common stock on that date.
(2): Ms. McGee received a one-time new hire sign-on grant of 65,019 on March 22, 2018.

Narrative to Summary Compensation Table and Grants of Plan-Based Awards

Base Salary

The amounts reported as base salary reflect the amounts actually received as base salary in 2018. Each of Ms. McGee and Mr. Bell were appointed to their positons in 2018 and the amount each person actually received for services in 2018 differ from their annualized total base salary reported elsewhere herein.

Equity Awards

In June of 2017, the Company issued restricted stock awards to each of its named executive officers in lieu of cash payments under the Management Bonus Plan that was previously in place for 2017. The vesting schedules for these awards, which primarily consisted of short-term equity and long-term equity grants, are set forth in the footnotes to the "Outstanding Equity Awards at 2018 Fiscal Year-End" table below.

Retention Plan

In 2016, the Company's former parent adopted a retention plan in connection with the termination of certain profits interests in the Company previously forfeited by plan participants upon the closing of an investment of one of the Company's pre-initial public offering investors. The retention plan provides for annual cash payments in December of each year until December of 2019, subject to continued employment through the payment dates. Payments made to named executive officers under the retention plan are included under the column "all other compensation" in the summary compensation table.

Table of Contents

OUTSTANDING EQUITY AWARDS AT 2018 FISCAL YEAR-END

The following table provides information on the holdings of equity awards by our named executive officers as of December 31, 2018.

		Equity Awards

Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Teresa Elder(2)	12/14/17		128,425	$	915,670
	3/22/18		390,117	$	2,781,534
Rich Fish(3)	6/16/17		22,034	$	157,102
	3/22/18		82,899	$	591,070
Nancy McGee(4)	3/22/18		82,899	$	591,070
	3/22/18		65,019	$	463,585
Craig Martin(5)	6/16/17		14,215	$	101,353
	3/22/18		82,899	$	591,070
Matthew Bell(6)	6/12/18		100,710	$	718,062

(1): The amounts reported represent the fair market value of the restricted stock award as of year-end, which is the closing trading price reported on the NYSE of a share of common stock on the last trading date of the applicable year multiplied by the number of shares subject to the award.
(2): On December 14, 2017, Ms. Elder received a grant of 171,233 shares of restricted stock, which will vest in four annual installments beginning on the first anniversary of the grant date, subject to certain conditions. On March 22, 2018, Ms. Elder received a grant of 390,117 shares of restricted stock, which will vest in four annual installments on the first anniversary of the grant date, subject to certain conditions.
(3): On June 16, 2017, Mr. Fish received a grant of 44,906 shares of restricted stock, of which 11,855 shares vested on June 30, 2018, and 33,051 shares vest in three equal annual installments starting with the initial installment on June 30, 2018. On March 22, 2018, Mr. Fish received a grant of 82,899 shares of restricted stock, which will vest in four annual installments on the first anniversary of the grant date, subject to certain conditions.
(4): On March 22, 2018, Ms. McGee received a grant of 82,899 shares of restricted stock, which will vest in four annual installments on the first anniversary of the grant date, subject to certain conditions. Also on March 22, 2018, Ms. McGee received a grant of 65,019 shares of restricted stock, which will vest on the second anniversary of the grant date, subject to certain conditions.
(5): On June 16, 2017, Mr. Martin received a grant of 34,441 shares of restricted stock, of which 13,118 shares vest on June 30, 2018 and 21,323 shares vest in three equal annual installments starting with the initial installments on June 30, 2018. On March 22, 2018, Mr. Martin received a grant of 82,899 shares of restricted stock, which will vest in four annual installments on the first anniversary of the grant date, subject to certain conditions.
(6): On June 12, 2018, Mr. Bell received a grant of 100,710 shares of restricted stock, which will vest in four annual installments beginning on the first anniversary of May 1, 2018, subject to certain conditions.

Table of Contents

OPTION EXERCISES AND EQUITY UNITS VESTED IN 2018

The Company has not issued stock options to any of its employees nor did any stock option awards vest in 2018. The following table provides information about stock awards which vested in 2018.

	Stock Awards(1)

Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Teresa Elder(2)		42,808		341,608
Rich Fish(3)		22,872		220,944
Craig Martin(4)		20,226		195,383

(1): Represents the vesting of restricted stock. The value realized for purposes of the table is based upon the number of shares of common stock received upon vesting multiplied by the closing price of the Company's common stock on the NYSE on the applicable vesting date.
(2): On December 14, 2017, Ms. Elder received a grant of 171,233 shares of restricted stock, which vest in four annual installments beginning on the first anniversary of the grant date, subject to certain conditions.
(3): On June 16, 2017, Mr. Fish received a grant of 44,906 shares of restricted stock, of which 11,855 shares vested on June 30, 2018, and 33,051 shares vest in three equal annual installments starting with the initial installment on June 30, 2018.
(4): On June 16, 2017, Mr. Martin received a grant of 34,441 shares of restricted stock, of which 13,118 shares vested on June 30, 2018 and 21,323 shares vest in three equal annual installments starting with the initial installment on June 30, 2018.

Pension Benefits in 2018

We do not offer our executives or others employees a pension plan. Retirement benefits are limited to participation in our 401(k) plan with an employer discretionary match for employee deferrals, subject to applicable Code contribution limitations under the Code.

Non-qualified Deferred Compensation in 2018

The following table shows certain information concerning non-qualified deferred compensation activity in 2018 for our named executive officers.

NON-QUALIFIED DEFERRED COMPENSATION IN 2018

Name		Executive Contributions in 2018 ($)			Company Contributions in 2018 ($)			Aggregate Earnings in 2018 ($)(1)			Aggregate Withdrawals/ Distributions ($)(1)			Aggregate Balance at 12/31/2018 ($)(2)

Craig Martin			—			—		$	(575	)	$	—		$	36,627

(1): Amounts in this column are included in the "All Other Compensation" column in the Summary Compensation Table.
(2): Amounts in this column are not included in the Summary Compensation Table.

Table of Contents

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following section describes potential payments and benefits to the named executive officers under the Company's compensation and benefit plans and arrangements upon termination of employment or a change in control of the Company.

As described above, each of our named executive officers has an employment agreement with the Company. In addition, the Company may authorize discretionary severance payments to its named executive officers upon termination.

2018 WideOpenWest, Inc. Change in Control and Severance Benefit Plan

On November 6, 2018, the Board approved a Change in Control and Severance Benefit Plan (the "CIC Plan") applicable to each of the Company's executive officers, effective as of the date of approval. Under the terms of the CIC Plan, in the event the employment of any executive officer is terminated by the Company for cause or by the executive officer for good reason within two years of a change in control of the Company, such executive officer would be entitled to cash severance as follows. Ms. Elder is entitled to receive (a) 2.5 times the sum of (i) the then applicable base salary plus (ii) the target bonus of the CEO applicable to the year in which such termination occurs, plus (b) a prorated portion of the target bonus applicable to the year in which such termination occurs. Each other executive officer would be entitled to receive (a) 2.0 times the sum of (i) the then applicable base salary plus (ii) the target bonus of such executive officer applicable to the year in which such termination occurs, plus (b) a prorated portion of the target bonus applicable to the year in which such termination occurs.

Description of Severance or Change in Control Provisions in Employment Agreements

Other than a termination in connection with a change in control as described above, our named executive officers would receive the severance benefits described below in the event of termination of employment under other the circumstances described below.

Ms. Elder's Employment Agreement. Ms. Elder entered into an employment agreement with the Company on December 14, 2017 (the "Elder Employment Agreement"). The initial term of Ms. Elder's employment was set at approximately three years starting on December 24, 2017 through December 31, 2020, and on January 1, 2021 and each anniversary thereof, the term shall be automatically extended for successive one-year periods unless either party chooses not to extend the term by providing the other part with at least 60 days written notice. The Elder Employment Agreement specifies a minimum annual base salary of $750,000 and an annual performance-based incentive bonus with a target of 125% of her base salary, to be earned based upon achievement of objective performance goals established by the Compensation Committee, after consultation with Ms. Elder. Ms. Elder also received a one-time payment of legal fees up to a maximum of $15,000, a one-time sign on bonus equal to $200,000 and a one-time restricted stock award under the 2017 Omnibus Plan with a grant date fair market value of $1,500,000, based on the closing price of the Company's common stock reported on the NYSE for the trading day immediately preceding December 14, 2017 (the "Sign-On RSA"). The Sign-On RSA time-vests 25% on each of the first, second, third and fourth anniversaries of December 14, 2017 and becomes 100% vested upon a termination of Ms. Elder's employment by the Company without cause (as defined in the Elder Employment Agreement) or by Ms. Elder for good reason (as defined in the Elder Employment Agreement). A pro rata portion of the Sign-On RSA vests upon a termination due to disability (as defined in the Elder Employment Agreement) calculated by multiplying the number of shares of restricted stock that would have vested on the next scheduled vesting date assuming no termination occurred, by a fraction, the numerator of which shall equal the number of consecutive days Ms. Elder is employed by the Company and the denominator of which is 365. The Sign-On RSA will

Table of Contents

vest in full upon a change in control subject to Ms. Elder's employment through the date of the change in control.

If her employment is terminated for cause, Ms. Elder is entitled to a lump sum cash payment of all earned but unpaid base salary through the termination date, any earned but unpaid bonus for which the performance measurement period has ended prior to the termination date, any accrued but unused vacation as of the termination date, and unreimbursed but substantiated business expenses. Additionally, any amounts payable under any Company benefit plans will be paid in accordance with the terms of the applicable plan. Ms. Elder will not be entitled to receive her base salary or any fringe benefits or annual bonus for periods after the termination.

If Ms. Elder's employment is terminated without cause or if Ms. Elder resigns for good reason, or due to a non-extension of the employment term by the Company, then in addition to the accrued benefits, the Company will pay or provide Ms. Elder with the following, so long as Ms. Elder continues to comply with the terms of the Employment Agreement: (i) the Company will continue to pay Ms. Elder's base salary for the 24-month-period commencing on the day after the last day of employment, (ii) an amount equal to two times the annual bonus actually paid by the Company in the year immediately prior to the year of termination, payable over the 24 month-period commencing on the day after the last day of employment in equal installments (for the avoidance of doubt, if no annual bonus was paid in the year prior to the year of termination, the amount will be zero, provided, that, if the termination occurs prior to being eligible to earn a bonus for the 2018 fiscal year, the amount will equal the amount accrued on the Company's financial statements through the full month prior to the last day of employment), and (iii) continued participation through COBRA in the Company's group health plan (to the extent permitted under applicable law and the terms of such plan) which covers Ms. Elder (and her eligible dependents) for a period of 18 months at the Company's expense, to be paid in the form of reimbursements to Ms. Elder, provided that Ms. Elder comply with certain conditions. Such benefits will be payable provided that Ms. Elder has executed and not revoked a release within 60 days of her last day of employment, in the form substantially attached to the Elder Employment Agreement. Ms. Elder is also subject to certain restrictive covenants, including a perpetual confidentiality covenant and non-competition and non-solicitation provisions during employment and for the 24-month period following termination for any reason.

Ms. McGee's Employment Agreement. Pursuant to the terms of a Letter Agreement of Employment, by and between the Company and Ms. McGee, Ms. McGee receives a minimum annual base salary of $375,000 and an annual performance-based incentive bonus with a target of 40% of her base salary (pro-rated for 2018), which was subsequently raised by the compensation committee to 50% in February 2018, to be earned based upon achievement of objective performance goals.

Ms. McGee was also entitled to receive a restricted stock award under the 2017 Omnibus Plan on the same basis as the Company's senior management group with an aggregate grant date target fair market value of $637,500. In addition, upon a termination of Ms. McGee's employment by the Company without cause or by Ms. McGee for good reason, Ms. McGee will become entitled to 24 months' of base salary continuation, acceleration of time vesting incentive equity that vests within 12 months of termination, a pro rata share of bonus for the year of termination based on the actual accrual of that year's bonus through the full month prior to the date of termination and benefit continuation, subject to an execution of a release reasonably satisfactory to the Company. Ms. McGee is also subject to standard restrictive covenants, including a non-solicitation provision during employment and for 24 months thereafter and a non-competition provision during employment and 12-month thereafter.

Mr. Bell's Employment Agreement. Pursuant to the terms of a Letter Agreement of Employment, by and between the Company and Mr. Bell, Mr. Bell receives a minimum annual base salary of

Table of Contents

$375,000 and an annual performance-based incentive bonus with a target of 50% of his base salary (pro-rated for 2018), to be earned based upon achievement of objective performance goals.

Mr. Bell was also entitled to receive an annual restricted stock award under the 2017 Omnibus Plan on the same basis as the Company's senior management group with an aggregate grant date target fair market value of $637,500 (pro-rated for 2018). In addition, upon a termination of Mr. Bell's employment by the Company without cause or by Mr. Bell for good reason, Mr. Bell will become entitled to 24 months' of base salary continuation, acceleration of time vesting incentive equity that vests within 12 months of termination, a pro rata share of bonus for the year of termination based on the actual accrual of that year's bonus through the date of termination and benefit continuation, subject to an execution of a release reasonably satisfactory to the Company. Mr. Bell is also subject to standard restrictive covenants, including a non-solicitation provision during employment and for 24 months thereafter and a non-competition provision during employment and 12-month thereafter.

Other Named Executive Officers' Employment Agreements. WideOpenWest Holdings, LLC previously entered into letter agreements relating to employment with each of Messrs. Martin and Fish. On May 15, 2017, Messrs. Martin and Fish entered into amended and restated letter agreements with the Company in advance of our initial public offering to update certain terms of the letter agreements, including their current titles, and to update the employing entity to the Company. Each such amended and restated letter agreement was executed using the same form of agreement. None of the amended and restated letter agreements specify a minimum term. The amended and restated letter agreements provide for an annual base salary (subject to annual review for increase only) and an annual bonus award with a target bonus opportunity of 40% of base salary (based upon formulas to be established in its sole discretion, such as annual budgeted adjusted EBITDA, achievement of budgeted customer retention, and acquisition of customer satisfaction ratings). The bonus opportunity for Mr. Fish and Mr. Martin was subsequently raised by the compensation committee to 50% in February 2018, to be earned based upon achievement of objective performance goals. Each of the amended and restated agreements also permits the named executive officer to participate in the Company's employee benefit plans as are generally made available to our senior executives, including insurance programs and other fringe employee benefits.

On December 14, 2017, Messrs. Martin and Fish entered into further amended and restated letter agreements with the Company to increase the post-termination non-solicitation provision to 24 months (from 12 months), clarified that the 12-month post-termination non-competition period applies to any termination and provides each executive officer with the right to the following severance in the event such executive officer's employment with the Company is terminated by the Company without cause (as defined in each amended and restated letter agreements) or, by the executive for good reason (as defined in each amended and restated letter agreements), subject to an execution of a release reasonably satisfactory to the Company: (i) continued base salary for 24 month-period commencing on the termination, (ii) acceleration of any time vesting incentive equity that would have otherwise vested within 12 months of termination, (iii) a pro rata share of bonus for the year of termination based on the actual accrual of that year's bonus through the date of termination, (iv) continued participation through COBRA in the Company's group health plan (to the extent permitted under applicable law and the terms of such plan) for a period of 12 months at the same cost as during employment and (v) a lump sum payment of the unpaid and unvested bonus under the retention plan. See "Narrative to Summary Compensation Table and Grants of Plan-Based Awards—Retention Plan" above for more information regarding the retention awards.

Change in Control/Severance Payment Table as of December 31, 2018

The following table estimates the potential payments and benefits to the named executive officers upon termination of employment following a change in control, assuming such event occurs on December 31, 2018. These estimates do not reflect the actual amounts that would be paid to such

Table of Contents

persons, which would only be known at the time that they become eligible for payment and would only be payable if the specified event occurs.

Items Not Reflected in Table. The following items are not reflected in the table set forth below:

•: Accrued salary, bonus (except to the extent specifically noted in an employment agreement) and vacation.
•: Costs of COBRA or any other mandated governmental assistance program to former employees.
•: Welfare benefits provided to all salaried employees having substantially the same value.
•: Amounts outstanding under the 401(k) plan.

CHANGE IN CONTROL AND SEVERANCE PAYMENTS AS OF DECEMBER 31, 2018

	Cash Severance ($)		Value of Accelerated Restricted Stock(1)		Total ($)

Teresa Elder(2)	$	4,228,661	$	3,697,204	$	7,925,865
Termination without cause or for good reason
Rich Fish(3)	$	1,225,601	$	748,172	$	1,973,773
Termination without cause or for good reason
Craig Martin(3)	$	1,181,333	$	692,423	$	1,873,756
Termination without cause or for good reason
Nancy McGee(3)	$	1,129,955	$	1,054,655	$	2,184,610
Termination without cause or for good reason
Matthew Bell(3)	$	1,132,151	$	718,062	$	1,850,213
Termination without cause or for good reason

(1): Column includes the fair market value of restricted stock awards issued under the 2017 Omnibus Plan that could accelerate upon termination, calculated as the closing price of a share of common stock on the last trading day of 2018 multiplied by the number of shares subject to acceleration. Each named executive officer's restricted stock awards allow for the acceleration of vesting upon a change in control at the discretion of the compensation committee.
(2): Calculated as 2.5 times the sum of Ms. Elder's base salary and target bonus in effect as of December 31, 2018. Also included is an additional lump sum payment equal to twelve (12) times the monthly reimbursement paid under COBRA continuation. This assumes the pro rata share of bonus for the year of termination based on the actual accrual of that year's bonus through the date of termination is $0.
(3): Calculated as two times the sum of the named executive officer's base salary and target bonus in effect as of December 31, 2018. Also included is an additional lump sum payment equal to six (6) times the monthly COBRA reimbursement paid under COBRA continuation coverage. In the case of Mr. Fish and Mr. Martin, unpaid retention bonus payments for 2018 are also included. This assumes the pro rata share of bonus for the year of termination based on the actual accrual of that year's bonus through the date of termination is $0.

Director Compensation

Each non-employee director receives an annual cash retainer equal to approximately $75,000, as well as a $115,000 annual restricted stock equity award, based on the closing price for the common stock on the day of the Company's annual meeting, which vests upon the one year anniversary of such grant; provided that in 2018, these restricted shares were issued in May of 2018. There were no

Table of Contents

additional fees paid per meeting attended. The Chairman of each of the Audit, Compensation, and Nominating and Corporate Governance Committees receive additional cash retainers of $50,000, $18,000 and $15,000, respectively. Members of each of the Audit, Compensation and Nominating and Corporate Governance Committees receives an additional cash retainer of $12,500, $9,000 and $7,500, respectively. Beginning with 2018, the Chairman of the Board will receive an additional fee of $100,000 but no additional fees for serving on any committees of the Board. The cash component of these fees paid to the members of the Board of Directors is paid quarterly, in advance. Our directors are reimbursed for any expenses incurred in connection with their service. Due to variances in service dates and changes to committee appointments during the year, the fees earned column below do not reflect what each director would receive for a full year of service on each applicable committee.

2018 Director Compensation Table

Name	Fees Earned or Paid in Cash ($)		Restricted Stock ($)(1)		Total ($)

Jill Bright	$	98,003	$	148,052	$	246,055
David Burgstahler	$	93,750	$	148,052	$	241,802
Brian Cassidy	$	75,000	$	148,052	$	223,052
Daniel Kilpatrick	$	78,125	$	148,052	$	226,177
Jeffrey Marcus	$	180,568	$	148,052	$	328,620
Tom McMillin	$	107,638	$	148,052	$	255,690
Phil Seskin	$	100,229	$	148,052	$	248,281
Joshua Tamaroff	$	75,000	$	148,052	$	223,052

(1): The amounts reported represent the grant date fair market value of the restricted stock award, which is the closing trading price as reported on the NYSE for a share of common stock on the date of grant, May 11, 2018, multiplied by the number of shares subject to the award. The number of shares granted to each director was determined on May 10, 2018, based on the closing trading price reported on the NYSE for a share of common stock on that date.

Compensation Committee Interlocks and Insider Participation

Beginning February 2018, the members of our Compensation Committee were Messrs. Burgstahler and McMillin and Ms. Bright. Mr. Burgstahler is a Co-Managing Partner and President of Avista. Prior to our initial public offering, Avista provided us with advisory services pursuant to a Financial Advisory Agreement. The Financial Advisory Agreement was terminated in connection with the initial public offering. During 2018, none of the Company's executive officers served on the Board of Directors or compensation committee (or committee performing equivalent functions) of any other company that had one or more executive officers serving on the Board or Compensation Committee. None of the members of the Compensation Committee is or has been an officer or an employee of the Company.

2017 Omnibus Incentive Plan

The 2017 Omnibus Plan provides for grants of stock options, restricted stock and performance awards. Our directors, officers and other employees and persons who engage in services for us are eligible for grants under the 2017 Omnibus Plan. The purpose of the 2017 Omnibus Plan is to provide these individuals with incentives to maximize stockholder value and otherwise contribute to our success and to enable us to attract, retain and reward the best available persons for positions of responsibility. 6,474,128 shares of our common stock were authorized for issuance under the 2017 Omnibus Plan, subject to adjustment in the event of a reorganization, stock split, merger or similar change in our

Table of Contents

corporate structure or the outstanding shares of common stock, of which 3,101,394 remained outstanding as of December 31, 2018 available for issuance or use. Our Compensation Committee administers the 2017 Omnibus Plan. The Board of Directors also has the authority to administer the 2017 Omnibus Plan and to take all actions that our Compensation Committee is otherwise authorized to take under the 2017 Omnibus Plan. The terms and conditions of each award made under the 2017 Omnibus Plan, including vesting requirements, are set forth consistent with the 2017 Omnibus Plan in a written agreement with the grantee. In connection with a change in control, as defined in the 2017 Omnibus Plan, the Compensation Committee may accelerate vesting of outstanding awards under the 2017 Omnibus Plan.

Table of Contents

CHIEF EXECUTIVE OFFICER PAY RATIO

The Company's chief executive officer to median employee pay ratio was calculated in accordance with SEC requirements. However, due to the flexibility afforded by Item 402(u) of Regulation S-K in calculating the pay ratio, the ratio presented herein is a reasonable estimate and may not be comparable to the pay ratio presented by other companies.

The Company identified the median employee by examining 2018 compensation for all employees of the Company excluding the Chief Executive Officer. As permitted by SEC rules, employee compensation for full fiscal 2018 as reported in the Company's internal payroll reports was used as the compensation measure to identify the Company's median employee. The Company believes that the use of this compensation measure is reasonable since it includes all cash components of the Company's employee compensation: annual base salary, overtime pay, commissions, and target short-term cash incentive compensation.

The employee population used to identify the Company's median employee included all employees of the Company, whether employed on a full-time, part-time, or seasonal basis, as of December 31, 2018. The compensation measure described above was consistently applied to this entire employee population. The Company did not make any assumptions, adjustments, or estimates with respect to the employee population or the compensation measure, but did annualize the compensation for any employees that were not employed by the Company for all of 2018.

After identifying the median employee based on the compensation measure described above, the Company calculated annual total compensation for the median employee using the same methodology used for our named executive officers as set forth in the "Summary Compensation Table" herein.

As illustrated in the table below, in 2018, the Company's Chief Executive Officer's annual total compensation was 82 times that of the Company's median employee.

	Chief Executive Officer		Median Employee

2018 Annual Total Compensation	$	4,125,183	$	50,176

Total Annual Compensation Pay Ratio		82		1

Table of Contents

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed the CD&A in this proxy statement with management, including the CEO. Based on such review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in the Company's annual report on Form 10-K for the year ended December 31, 2018 and the proxy statement for the 2019 annual meeting of stockholders.


		The Compensation Committee
		Jill Bright (Chair) David Burgstahler Tom McMillin

Table of Contents

AUDIT COMMITTEE REPORT

This report of the Audit Committee is required by the SEC and, in accordance with the SEC's rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act except to the extent that the Company specifically incorporates this information by reference, and will not otherwise be deemed "soliciting material" or "filed" under either the Securities Act or the Exchange Act.

Our management is responsible for the preparation, presentation and integrity of our financial statements for the appropriateness of the accounting principles and reporting policies that we use, and for establishing and maintaining adequate internal control over financial reporting. BDO USA, LLP, our independent registered public accounting firm for 2018, was responsible for performing an independent audit of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 (the "Form 10-K"), and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management our audited financial statements included in the Form 10-K. In addition, the Audit Committee discussed with BDO USA, LLP those matters required to be discussed under applicable standards of the Public Company Accounting Oversight Board (the "PCAOB"). Additionally, BDO USA, LLP provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding BDO USA, LLP's communications with the Audit Committee concerning independence. The Audit Committee also discussed with BDO USA, LLP its independence from the Company.

Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Form 10-K for filing with the SEC.


		The Audit Committee Tom McMillin (Chair) Jeffrey Marcus Phil Seskin

Table of Contents

PROPOSALS

Overview of Proposals

This Proxy Statement contains four proposals requiring stockholder action:

•: Proposal One requests the reelection of three directors to the Board;
•: Proposal Two requests the ratification of BDO USA, LLP as the Company's independent registered public accounting firm for 2019;
•: Proposal Three requests an advisory (non-binding) vote to approve the Company's executive compensation, as disclosed in "Executive Compensation"; and
•: Proposal Four requests the approval of an amendment to the 2017 Omnibus Plan.

Each proposal is discussed in more detail below.

Proposal One—Reelection of Directors

The Board has nominated Daniel Kilpatrick, Tom McMillin and Joshua Tamaroff to be elected to serve until the third succeeding annual meeting of stockholders after their reelection and until their respective successors are duly elected and qualified.

At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the three nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the reelection of the Board's three nominees. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy.

The Board of Directors recommends a vote "FOR" the reelection of directors Kilpatrick,
McMillin and Tamaroff.

Proposal Two—Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee has re-appointed BDO USA, LLP as the Company's independent registered public accounting firm and as auditors of the Company's consolidated financial statements for 2019. BDO USA, LLP has served as the Company's independent registered public accounting firm since 2012.

At the Annual Meeting, the stockholders are being asked to ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2019. In the event of a negative vote on such ratification, the Audit Committee will reconsider its selection. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders. Representatives of BDO USA, LLP are expected to attend the Annual Meeting, will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions.

Table of Contents

Fees for Services Rendered by Independent Registered Public Accounting Firm

The following table presents fees (in millions) for professional services rendered by our current and former independent registered public accounting firms for the fiscal years ended December 31, 2018 and 2017.

	December 31, 2018		December 31, 2017

Audit Fees(1)	$	0.9	$	0.8
Audit-Related Fees(2)		—		0.6
Tax Fees		—		—
All Other Fees		—		—

Total	$	0.9	$	1.4

(1): Audit Fees: These fees include fees related to the audit of the Company's annual financial statements and review of the Company's quarterly financial statements as well as services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements.
(2): Audit-Related Fees: Audit-related fees are for assurance and related services including, among others, due diligence services and consultation concerning financial accounting and reporting standards. Additionally, fees include services in connection with the Company's filing of a registration statement on Form S-1 with the SEC and preparation of a comfort letter for the Company's underwriters.

Pre-Approval Policies and Procedures

The Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent auditor and to not engage the independent auditor to perform the non-audit services proscribed by law or regulation. The Audit Committee may adopt pre-approval policies and procedures detailed as to particular services and delegate pre-approval authority to a member of the Audit Committee. The decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.

The Board of Directors recommends a vote "FOR" Proposal Two.

Proposal Three—Advisory (Non-Binding) Vote to Approve the Company's Executive Compensation

The Board of Directors requests an advisory (non-binding) vote to approve the Company's executive compensation, as disclosed in "Executive Compensation" and as required by Section 14 of the Securities Exchange Act of 1934, as amended. This proposal is advisory in nature, which means that the vote is not binding upon the Company. However, the Board and the Compensation Committee will consider the affirmative vote of a majority of the votes cast "FOR" the proposal as approval of the compensation paid to the Company's named executive officers as described in this Proxy Statement.

The Board of Directors recommends a vote "FOR" Proposal Three.

Proposal Four—Vote to Approve an Amendment to 2017 Omnibus Plan

The purpose of the 2017 Omnibus Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer eligible individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company's stockholders. Our Board of Directors believes

Table of Contents

that the continued growth of the company depends, in large part, upon our ability to attract, retain and motivate key personnel, and that equity incentive awards are an important means of attracting, retaining and motivating talented personnel. The amendment to the 2017 Omnibus Plan (the "Amendment") would (i) add a minimum vesting requirement such that awards granted under the amended plan will not vest earlier than the first anniversary of the applicable grant date (subject to limited exceptions) and (ii) increase the maximum number of shares of common stock that may be issued pursuant to awards granted thereunder from 6,474,128 to 12,074,128 shares. The Amendment is subject to approval by our stockholders at the Annual Meeting. If the amendment is not approved by our stockholders, it will not be implemented in the form proposed.

The Board of Directors recommends a vote "FOR" Proposal Four.

Reasons for the Amendment

On March 25, 2019, our Board of Directors approved an amendment of our 2017 Omnibus Plan to (i) add a minimum vesting requirement such that awards granted under the amended plan will not vest earlier than the first anniversary of the applicable grant date (subject to limited exceptions) and (ii) to increase the maximum number of shares of common stock that may be issued pursuant to awards granted thereunder from 6,474,128 to 12,074,128 shares (resulting in 5,600,000 additional shares), subject to approval of the proposed amendment by our stockholders at the Annual Meeting. A copy of the text of the proposed amendment of the 2017 Omnibus Plan is attached to this proxy statement as Annex A. The full text of the 2017 Omnibus Plan, showing the effects of the Amendment, is attached as Annex B.

The 2017 Omnibus Plan currently contains no minimum vesting periods for awards granted pursuant to the plan. As part of continuing efforts to review key compensation and governance best practices, the Board determined that it would be in the best interests of the Company and its stockholders to severely restrict the instances under which awards granted under the 2017 award may vest prior to the first anniversary of the applicable grant date. Accordingly, the Amendment restricts the ability to issue awards with vesting periods of less than one year to no more than 5% of the total shares reserved under the Plan.

The Amendment would also increase the share reserve from 6,474,128 shares to 12,074,128 shares. The share reserve under the current 2017 Omnibus Plan has been significantly depleted, in part as a result of new hires of executive officers in the past two years, including our chief executive officer in 2017. If our stockholders do not approve the increase, we may not have sufficient shares to cover equity award grants in the first quarter of 2020 and our ability to fully utilize an important compensation tool that is key to our ability to attract, motivate, reward and retain our key employees and directors may be impaired.

Current Overview of Outstanding Equity Information

The 2017 Omnibus Plan is the only active equity plan under which we may grant equity awards. In setting and recommending to stockholders the number of additional shares to authorize under the Amendment, the Compensation Committee and the Board considered the historical number of equity awards granted under the 2017 Omnibus Plan, which consist entirely of restricted stock awards, as of March 15, 2019 as follows:

•: Available Shares: 1,371,943

Table of Contents

•

Full Value Shares Outstanding ⁽¹⁾ : 4,084,383

•

Appreciation Awards Outstanding: 0

•: Weighted Exercise Price: 0
•: Weight Averaging Term: 0

When considering the number of additional shares to add to the 2017 Omnibus Plan, the Compensation Committee and the Board reviewed, among other things, the potential dilution to our current stockholders as measured by burn rate and overhang, projected future share usage and projected future forfeitures. Depending on assumptions, the 5.6 million shares to be added to the 2017 Omnibus Plan pursuant to the Amendment, in combination with the remaining authorized shares and shares added back to the 2017 Omnibus Plan from forfeitures of awards granted under the plan, are projected to satisfy our equity compensation needs through 2022. In light of the factors considered by the Board and Compensation Committee, the Board and Compensation Committee believe that this number of shares represents reasonable potential equity dilution and provides a significant incentive for officers, employees, and non-employee directors to increase the value of the Company for all stockholders. The Compensation Committee is committed to effectively managing the number of shares reserved for issuance under the Amended Plan while minimizing stockholder dilution.

In light of the factors described above, and the fact that our ability to continue to grant equity and equity-based compensation is vital to our ability to continue to attract and retain key personnel in the labor markets in which we compete, the Board has determined that the size of the share reserve under the Amended Plan is reasonable and appropriate at this time.

Summary of the 2017 Omnibus Incentive Plan

Administration. The 2017 Omnibus Plan is administered by the Compensation Committee of the Board of Directors. The Compensation Committee has the power to determine the form, amount and other terms and conditions of awards; clarify, construe or resolve any ambiguity in any provision of the 2017 Omnibus Plan or any award agreement; amend the terms of outstanding awards; and adopt such rules, forms, instruments and guidelines for administering the 2017 Omnibus Plan as it deems necessary or proper. The Compensation Committee has authority to administer and interpret the 2017 Omnibus Plan, to grant discretionary awards under the 2017 Omnibus Plan, to determine the persons to whom awards will be granted, to determine the types of awards to be granted, to determine the terms and conditions of each award, to determine the number of shares of common stock to be covered by each award, to make all other determinations in connection with the 2017 Omnibus Plan and the awards thereunder as the Compensation Committee deems necessary or desirable and to delegate authority under the 2017 Omnibus Plan to our executive officers.

Available Shares. The aggregate number of shares of common stock which may be issued or used for reference purposes under the 2017 Omnibus Plan or with respect to which awards may be granted may not exceed 6,474,128 shares, or, if our proposal is approved, 12,074,128 shares. The number of shares available for issuance under the 2017 Omnibus Plan may be subject to adjustment in the event of a reorganization, stock split, merger or similar change in the corporate structure or the outstanding shares of common stock. In the event of any of these occurrences, we may make any adjustments we consider appropriate to, among other things, the number and kind of shares, options or other property available for issuance under the plan or covered by grants previously made under the plan. The shares

⁽¹⁾: Full Value Shares outstanding as of March 15, 2019 reflected above include 3,926,220 shares issued under the 2017 Omnibus Incentive Plan and 158,163 shares granted to certain employees in lieu of previously held profits interests in our operating subsidiary that were cancelled in connection with our 2017 initial public offering.

Table of Contents

available for issuance under the plan may be, in whole or in part, either authorized and unissued shares of our common stock or shares of common stock held in or acquired for our treasury. In general, if awards under the 2017 Omnibus Plan are for any reason cancelled, or expire or terminate unexercised, the shares covered by such awards may again be available for the grant of awards under the 2017 Omnibus Plan.

The total number of shares of our common stock with respect to all awards that may be granted under the 2017 Omnibus Plan during any fiscal year to any eligible individual will be 5,000,000 shares. There are no annual limits on the number of shares of our common stock with respect to an award of restricted stock that are not subject to the attainment of specified performance goals to eligible individuals. The maximum number of shares of our common stock subject to any performance award which may be granted under the 2017 Omnibus Plan during any fiscal year to any eligible individual will be 1,000,000 shares. The maximum value of a cash payment made under a performance award which may be granted under the 2017 Omnibus Plan during any fiscal year to any eligible individual will be $10,000,000. The aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all types of awards granted under the 2017 Omnibus Plan to any individual non-employee director in any fiscal year (excluding awards made pursuant to deferred compensation arrangements in lieu of all or a portion of cash retainers and any stock dividends payable in respect of outstanding awards) may not exceed $1,000,000.

Vesting of Awards. The 2017 Omnibus Plan currently contains no minimum vesting periods for awards granted pursuant to the plan. If the Amendment is approved, the 2017 Omnibus Plan would significantly restrict the instances under which awards granted under the 2017 Omnibus Plan may vest prior to the first anniversary of the applicable grant date. If adopted, the Amendment will restrict our ability to issue awards with vesting periods of less than one year to no more than 5% of the total shares reserved under the Plan.

Eligibility for Participation. Members of our Board of Directors, as well as employees of, and consultants to, the Company or any of our subsidiaries and affiliates will be eligible to receive awards under the 2017 Omnibus Plan.

Award Agreement. Awards granted under the 2017 Omnibus Plan are evidenced by award agreements, which need not be identical, that will provide additional terms, conditions, restrictions and/or limitations covering the grant of the award, including, without limitation, additional terms providing for the acceleration of exercisability or vesting of awards in the event of a change of control or conditions regarding the participant's employment, as determined by the Compensation Committee.

Stock Options. The Compensation Committee may grant non-qualified stock options to eligible individuals and incentive stock options only to eligible employees. The Compensation Committee determines the number of shares of our common stock subject to each option, the term of each option, which may not exceed ten years, or five years in the case of an incentive stock option granted to a ten percent stockholder, the exercise price, the vesting schedule, if any, and the other material terms of each option. No incentive stock option or non-qualified stock option may have an exercise price less than the fair market value of a share of our common stock at the time of grant or, in the case of an incentive stock option granted to a ten percent stockholder, 110% of such share's fair market value. Options will be exercisable at such time or times and subject to such terms and conditions as determined by the Compensation Committee at grant and the exercisability of such options may be accelerated by the Compensation Committee.

Stock Appreciation Rights. The Compensation Committee may grant stock appreciation rights, which we refer to as SARs, either with a stock option, which may be exercised only at such times and to the extent the related option is exercisable, which we refer to as a Tandem SAR, or independent of a stock option, which we refer to as a Non-Tandem SAR. A SAR is a right to receive a payment in

Table of Contents

shares of our common stock or cash, as determined by the Compensation Committee, equal in value to the excess of the fair market value of one share of our common stock on the date of exercise over the exercise price per share established in connection with the grant of the SAR. The term of each SAR may not exceed ten years. The exercise price per share covered by a SAR will be the exercise price per share of the related option in the case of a Tandem SAR and will be the fair market value of our common stock on the date of grant in the case of a Non-Tandem SAR. The Compensation Committee may also grant limited SARs, either as Tandem SARs or Non-Tandem SARs, which may become exercisable only upon the occurrence of a change in control, as defined in the 2017 Omnibus Plan, or such other event as the Compensation Committee may designate at the time of grant or thereafter.

Restricted Stock. The Compensation Committee may award shares of restricted stock. Except as otherwise provided by the Compensation Committee upon the award of restricted stock, the recipient generally has the rights of a stockholder with respect to the shares, including the right to receive dividends, the right to vote the shares of restricted stock and, conditioned upon full vesting of shares of restricted stock, the right to tender such shares, subject to the conditions and restrictions generally applicable to restricted stock or specifically set forth in the recipient's restricted stock agreement. The Compensation Committee may determine at the time of award that the payment of dividends, if any, will be deferred until the expiration of the applicable restriction period.

Recipients of restricted stock are required to enter into a restricted stock agreement with us that states the restrictions to which the shares are subject, which may include satisfaction of pre-established performance goals, and the criteria or date or dates on which such restrictions will lapse.

If the grant of restricted stock or the lapse of the relevant restrictions is based on the attainment of performance goals, the Compensation Committee will establish for each recipient the applicable performance goals, formulae or standards and the applicable vesting percentages with reference to the attainment of such goals or satisfaction of such formulae or standards while the outcome of the performance goals is substantially uncertain. Such performance goals may incorporate provisions for disregarding, or adjusting for, changes in accounting methods, corporate transactions, including, without limitation, dispositions and acquisitions, and other similar events or circumstances.

Awards that were issued and subject to Section 162(m) of the Code, which has since been eliminated by recent tax reforms, requires that performance awards be based upon objective performance measures. The performance goals for performance-based restricted stock were to be based on one or more of the objective criteria set forth on Exhibit A to the 2017 Omnibus Plan.

Other Stock-Based Awards. The Compensation Committee may, subject to limitations under applicable law, make a grant of such other stock-based awards, including, without limitation, performance units, dividend equivalent units, stock equivalent units, restricted stock and deferred stock units under the 2017 Omnibus Plan that are payable in cash or denominated or payable in or valued by shares of our common stock or factors that influence the value of such shares. The Compensation Committee may determine the terms and conditions of any such other awards, which may include the achievement of certain minimum performance goals and/or a minimum vesting period. The performance goals for performance-based other stock-based awards are generally described below.

Other Cash-Based Awards. The Compensation Committee may grant awards payable in cash. Cash-based awards will be in such form, and dependent on such conditions, as the Compensation Committee will determine, including, without limitation, being subject to the satisfaction of vesting conditions or awarded purely as a bonus and not subject to restrictions or conditions. If a cash-based award is subject to vesting conditions, the Compensation Committee may accelerate the vesting of such award in its discretion.

Performance Awards. The Compensation Committee may grant a performance award to a participant payable upon the attainment of specific performance goals. The Compensation Committee

Table of Contents

had the ability to grant performance awards that are intended to qualify as performance-based compensation under Section 162(m) of the Code as well as performance awards that were not intended to qualify as performance-based compensation under Section 162(m) of the Code, which, prior to the enactment of the Tax Cuts and Jobs Act, was an exception to the limitation under Section 162(m) on the tax deductibility of annual compensation paid to certain executives. However, effective for tax years commencing after December 31, 2017, our ability to rely on this exception for new grants was eliminated, and the limitation on deductibility generally was expanded to include all named executive officers. As a result, under current tax law, the Compensation Committee no longer expects to grant performance awards that are intended to constitute "qualified performance-based compensation" within the meaning of Section 162(m).

Change in Control. In connection with a change in control, as defined in the 2017 Omnibus Plan, the Compensation Committee may accelerate vesting of outstanding awards under the 2017 Omnibus Plan. In addition, such awards may be, in the discretion of the committee, (1) assumed and continued or substituted in accordance with applicable law, (2) purchased by us for an amount equal to the excess of the price of a share of our common stock paid in a change in control over the exercise price of the awards, or (3) cancelled if the price of a share of our common stock paid in a change in control is less than the exercise price of the award. The Compensation Committee may also provide for accelerated vesting or lapse of restrictions of an award at any time.

Stockholder Rights. Except as otherwise provided in the applicable award agreement, and with respect to an award of restricted stock, a participant has no rights as a stockholder with respect to shares of our common stock covered by any award until the participant becomes the record holder of such shares.

Amendment and Termination. Notwithstanding any other provision of the 2017 Omnibus Plan, our Board of Directors may at any time amend any or all of the provisions of the 2017 Omnibus Plan, or suspend or terminate it entirely, retroactively or otherwise, subject to stockholder approval in certain instances; provided, however, that, unless otherwise required by law or specifically provided in the 2017 Omnibus Plan, the rights of a participant with respect to awards granted prior to such amendment, suspension or termination may not be adversely affected without the consent of such participant.

Transferability. Awards granted under the 2017 Omnibus Plan generally are nontransferable, other than by will or the laws of descent and distribution, except that the committee may provide for the transferability of non-qualified stock options at the time of grant or thereafter to certain family members.

Recoupment of Awards. The 2017 Omnibus Plan will provide that awards granted under the 2017 Omnibus Plan are subject to any recoupment policy that we may have in place or any obligation that we may have regarding the clawback of "incentive-based compensation" under the Securities Exchange Act of 1934 or under any applicable rules and regulations promulgated by the Securities and Exchange Commission.

Effective Date; Term. The effective date of the 2017 Omnibus Plan is May 24, 2017. No award will be granted under the 2017 Omnibus Plan on or after the tenth anniversary of its adoption. Any award outstanding under the 2017 Omnibus Plan at the time of termination will remain in effect until such award is exercised or has expired in accordance with its terms.

Table of Contents

OTHER MATTERS

The Company knows of no other matters to be submitted to the stockholders at the Annual Meeting, other than the proposals referred to in this Proxy Statement. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

Dated: March 29, 2019


		By Order of the Board of Directors,
		/s/ JEFFREY MARCUS Jeffrey Marcus Chairman of the Board

Table of Contents

ANNEX A

AMENDMENT
TO THE
WIDEOPENWEST, INC.
2017 OMNIBUS INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: March 25, 2019
APPROVED BY THE STOCKHOLDERS: May 10, 2019

The WideOpenWest, Inc. 2017 Omnibus Incentive Plan (the "Plan") is hereby amended in the following respects, effective from and after the date approved by the stockholders of WideOpenWest, Inc. as set forth above, in accordance with Article XII of the Plan. Following such effective date, any reference to the "Plan" shall mean the Plan, as amended hereby.

Section 3.2 of the Plan is amended by adding the following at the end of such provision:

"Notwithstanding the foregoing provisions of this Section 3.2, and notwithstanding any other provision of the Plan (including, without limitation Sections 6.4(c), 7.2(c), 7.4(c), 7.5, 8.1, 8.3(a), 9.2(a),(c),(f) and (g), 10.1, 10.2(c), 10.3 and 11.1), except with respect to Awards covering a number of shares of Common Stock not exceeding 5% of the Share Reserve, each Award made under the Plan shall be subject to a vesting or exercise schedule or a Restriction Period of at least one year following the date of the Award, such that the Participant to whom the Award is made may not become vested in the Award, may not exercise the Award, may not receive settlement of the Award and may not otherwise derive any benefit from the Award unless and until the Participant has performed services for the Company or its Affiliates for at least one year after the date of the Award and/or a Restriction Period of at least one-year after the making of the Award has been achieved."

Section 4.1(a) of the Plan is deleted in its entirety and replaced with the following sentence:

"(a) The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed 12,074,128 shares (subject to any increase or decrease pursuant to Section 4.2) (the " Share Reserve "), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. The Share Reserve shall not include Awards distributed or granted prior to the May 31, 2017 ("Pre-IPO Awards"). For the sake of clarity, Pre-IPO Awards shall be subject to the terms of the applicable Award Agreement, Plan and stockholders agreement, if applicable, but in no event shall the Pre-IPO Awards be taken into account with respect to the Share Reserve or other provision of the Plan that may increase or decrease the Share Reserve. The maximum number of shares of Common Stock with respect to which Incentive Stock Options may be granted under the Plan shall be equal to 12,074,128. With respect to Stock Appreciation Rights settled in Common Stock, upon settlement, only the number of shares of Common Stock delivered to a Participant (based on the difference between the Fair Market Value of the shares of Common Stock subject to such Stock Appreciation Right on the date such Stock Appreciation Right is exercised and the exercise price of each Stock Appreciation Right on the date such Stock Appreciation Right was awarded) shall count against the aggregate and individual share limitations set forth under Sections 4.1(a) and 4.1(b). If any Option, Stock Appreciation Right or Other Stock-Based Awards granted under the Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Common Stock underlying any unexercised Award shall again be available for the purpose of Awards under the Plan. If any shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Awards or Other

A-1

Table of Contents

Stock-Based Awards denominated in shares of Common Stock shall again be available for purposes of Awards under the Plan. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be issued under the Plan. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. The maximum grant date fair value of any Award granted to any director for services as a director during any calendar year shall not exceed $1,000,000."

Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect.

A-2

Table of Contents

ANNEX B

WideOpenWest, Inc.

2017 OMNIBUS INCENTIVE PLAN

ARTICLE I
PURPOSE

The purpose of this WideOpenWest, Inc. 2017 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company's stockholders. The Plan is effective as of the date set forth in Article XV.

ARTICLE II
DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

2.1 " Affiliate " means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an "Affiliate" by resolution of the Committee; provided that, unless otherwise determined by the Committee, the Common Stock subject to any Award constitutes "service recipient stock" for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code.

2.2 " Award " means any award under the Plan of any Stock Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, Other Stock-Based Award or Other Cash-Based Award. All Awards shall be granted by, confirmed by, and subject to the terms of, a written agreement executed by the Company and the Participant.

2.3 " Award Agreement " means the written or electronic agreement setting forth the terms and conditions applicable to an Award.

2.4 " Board " means the Board of Directors of the Company.

2.5 " Cause " means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant's Termination of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define "cause" (or words of like import)), termination due to a Participant's insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the Participant's duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of the Participant's duties for the Company or an Affiliate, as determined by the Committee in its good faith discretion; or (b) in the case where there is an employment

B-1

Table of Contents

agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines "cause" (or words of like import), "cause" as defined under such agreement; provided, however, that with regard to any agreement under which the definition of "cause" only applies on occurrence of a change in control, such definition of "cause" shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant's Termination of Directorship, "cause" means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

2.6 " Change in Control " has the meaning set forth in 11.2.

2.7 " Change in Control Price " has the meaning set forth in Section 11.1.

2.8 " Code " means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any treasury regulation promulgated thereunder.

2.9 " Committee " means any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the Plan, the term "Committee" shall be deemed to refer to the Board for all purposes under the Plan.

2.10 " Common Stock " means the common stock, $0.001 par value per share, of the Company.

2.11 " Company " means WideOpenWest, Inc. a Delaware corporation, and its successors by operation of law.

2.12 " Consultant " means any natural person who is an advisor or consultant to the Company or its Affiliates.

2.13 " Disability " means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant's Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

2.14 " Effective Date " means the effective date of the Plan as defined in Article XV.

2.15 " Eligible Employees " means each employee of the Company or an Affiliate.

2.16 " Eligible Individual " means an Eligible Employee, Non-Employee Director or Consultant who is designated by the Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein.

2.17 " Exchange Act " means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.18 " Fair Market Value " means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded or (b) if the Common Stock is not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall be the trading day immediately prior to the date on which the Award is granted.

B-2

Table of Contents

For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the next day that it is open.

2.19 " Family Member " means the Participant's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participant's household (other than a tenant or employee), a trust in which these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent (50%) of the voting interests.

2.20 " Incentive Stock Option " means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries and its Parents (if any) under the Plan intended to be and designated as an "Incentive Stock Option" within the meaning of Section 422 of the Code.

2.21 " Lead Underwriter " has the meaning set forth in Section 14.20.

2.22 " Lock-Up Period " has the meaning set forth in Section 14.20.

2.23 " Non-Employee Director " means a director or a member of the Board of the Company or any Affiliate who is not an active employee of the Company or any Affiliate.

2.24 " Non-Qualified Stock Option " means any Stock Option awarded under the Plan that is not an Incentive Stock Option.

2.25 " Non-Tandem Stock Appreciation Right " shall mean the right to receive an amount in cash and/or stock equal to the difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.

2.26 " Other Cash-Based Award " means an Award granted pursuant to Section 10.3 of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.

2.27 " Other Stock-Based Award " means an Award under Article X of the Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Stock, including, without limitation, an Award valued by reference to an Affiliate.

2.28 " Parent " means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

2.29 " Participant " means an Eligible Individual to whom an Award has been granted pursuant to the Plan.

2.30 " Performance Award " means an Award granted to a Participant pursuant to Article IX hereof contingent upon achieving certain Performance Goals.

2.31 " Performance Goals " means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable based on one or more of the performance goals set forth in Exhibit A hereto.

2.32 " Performance Period " means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.

2.33 " Plan " means this WideOpenWest, Inc. 2017 Omnibus Incentive Plan, as amended from time to time.

2.34 " Proceeding " has the meaning set forth in Section 14.9.

B-3

Table of Contents

2.35 " Reference Stock Option " has the meaning set forth in Section 7.1.

2.36 " Registration Date " means the date on which the Company sells its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act.

2.37 " Reorganization " has the meaning set forth in Section 4.2(b)(ii).

2.38 " Restricted Stock " means an Award of shares of Common Stock under the Plan that is subject to restrictions under Article VIII.

2.39 " Restriction Period " has the meaning set forth in Section 8.3(a) with respect to Restricted Stock.

2.40 " Rule 16b-3 " means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.

2.41 " Section 162(m) of the Code " means the exception for performance-based compensation under Section 162(m) of the Code and any applicable treasury regulations thereunder.

2.42 " Section 409A of the Code " means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

2.43 " Securities Act " means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.44 " Stock Appreciation Right " shall mean the right pursuant to an Award granted under Article VII.

2.45 " Stock Option " or " Option " means any option to purchase shares of Common Stock granted to Eligible Individuals granted pursuant to Article VI.

2.46 " Subsidiary " means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2.47 " Tandem Stock Appreciation Right " shall mean the right to surrender to the Company all (or a portion) of a Stock Option in exchange for an amount in cash and/or stock equal to the difference between (i) the Fair Market Value on the date such Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof), and (ii) the aggregate exercise price of such Stock Option (or such portion thereof).

2.48 " Ten Percent Stockholder " means a person owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Subsidiaries or its Parent.

2.49 " Termination " means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

2.50 " Termination of Consultancy " means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant's consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a

B-4

Table of Contents

Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter, provided that any such change to the definition of the term "Termination of Consultancy" does not subject the applicable Award to Section 409A of the Code.

2.51 " Termination of Directorship " means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of such Non-Employee Director's directorship, such Non-Employee Director's ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

2.52 " Termination of Employment " means: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of such Eligible Employee's employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter, provided that any such change to the definition of the term "Termination of Employment" does not subject the applicable Award to Section 409A of the Code.

2.53 " Transfer " means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). "Transferred" and "Transferable" shall have a correlative meaning.

2.54 " Transition Period " means the period beginning with the Registration Date and ending as of the earlier of: (i) the date of the first annual meeting of stockholders of the Company at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the Registration Date occurs; and (ii) the expiration of the "reliance period" under Treasury Regulation Section 1.162-27(f)(2).

ARTICLE III
ADMINISTRATION

3.1 The Committee . The Plan shall be administered and interpreted by the Committee. To the extent required by applicable law, rule or regulation, it is intended that each member of the Committee shall qualify as (a) a "non-employee director" under Rule 16b-3, (b) an "outside director" under Section 162(m) of the Code and (c) an "independent director" under the rules of any national securities exchange or national securities association, as applicable. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify.

3.2 Grants of Awards . The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible Individuals: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock

B-5

Table of Contents

Awards, (iv) Performance Awards; (v) Other Stock-Based Awards; and (vi) Other Cash-Based Awards. In particular, the Committee shall have the authority:

(a) to select the Eligible Individuals to whom Awards may from time to time be granted hereunder;

(b) to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;

(d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(e) to determine the amount of cash to be covered by each Award granted hereunder;

(f) to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of the Plan;

(g) to determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.4(d);

(h) to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;

(i) to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award;

(j) to modify, extend or renew an Award, subject to Article XII and Section 6.4(l), provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Participant; and

(k) solely to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise Options under the Plan.

Notwithstanding the foregoing provisions of this Section 3.2, and notwithstanding any other provision of the Plan (including, without limitation Sections 6.4(c), 7.2(c), 7.4(c), 7.5, 8.1, 8.3(a), 9.2(a),(c),(f) and (g), 10.1, 10.2(c), 10.3 and 11.1), except with respect to Awards covering a number of shares of Common Stock not exceeding 5% of the Share Reserve, each Award made under the Plan shall be subject to a vesting or exercise schedule or a Restriction Period of at least one year following the date of the Award, such that the Participant to whom the Award is made may not become vested in the Award, may not exercise the Award, may not receive settlement of the Award and may not otherwise derive any benefit from the Award unless and until the Participant has performed services for the Company or its Affiliates for at least one year after the date of the Award and/or a Restriction Period of at least one-year after the making of the Award has been achieved.

B-6

Table of Contents

3.3 Guidelines . Subject to Article XII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant's consent. To the extent applicable, the Plan is intended to comply with the applicable requirements of Rule 16b-3, and with respect to Awards intended to be "performance-based," the applicable provisions of Section 162(m) of the Code, and the Plan shall be limited, construed and interpreted in a manner so as to comply therewith.

3.4 Decisions Final . Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns.

3.5 Procedures . If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the Committee members in accordance with the By-Laws of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3.6 Designation of Consultants/Liability .

(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee. In the event of any designation of authority hereunder, subject to applicable law, applicable stock exchange rules and any limitations imposed by the Committee in connection with such designation, such designee or designees shall have the power and authority to take such actions, exercise such powers and make such determinations that are otherwise specifically designated to the Committee hereunder.

(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for

B-7

Table of Contents

any action or determination made in good faith with respect to the Plan or any Award granted under it.

3.7 Indemnification . To the maximum extent permitted by applicable law and the Certificate of Incorporation and By-Laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of the Plan, except to the extent arising out of such officer's, employee's, member's or former member's own fraud or bad faith. Such indemnification shall be in addition to any right of indemnification the employees, officers, directors or members or former officers, directors or members may have under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to such individual under the Plan.

ARTICLE IV
SHARE LIMITATION

4.1 Shares . (a) The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under the Plan shall not exceed ~~6,474,128~~ 12,074,128 shares (subject to any increase or decrease pursuant to Section 4.2) (the " Share Reserve "), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. The Share Reserve shall not include Awards distributed or granted prior to the May 31, 2017 ("Pre-IPO Awards"). For the sake of clarity, Pre-IPO Awards shall be subject to the terms of the applicable Award Agreement, Plan and stockholders agreement, if applicable, but in no event shall the Pre-IPO Awards be taken into account with respect to the Share Reserve or other provision of the Plan that may increase or decrease the Share Reserve. The maximum number of shares of Common Stock with respect to which Incentive Stock Options may be granted under the Plan shall be equal to ~~6,474,128~~ 12,074,128 . With respect to Stock Appreciation Rights settled in Common Stock, upon settlement, only the number of shares of Common Stock delivered to a Participant (based on the difference between the Fair Market Value of the shares of Common Stock subject to such Stock Appreciation Right on the date such Stock Appreciation Right is exercised and the exercise price of each Stock Appreciation Right on the date such Stock Appreciation Right was awarded) shall count against the aggregate and individual share limitations set forth under Sections 4.1(a) and 4.1(b). If any Option, Stock Appreciation Right or Other Stock-Based Awards granted under the Plan expires, terminates or is canceled for any reason without having been exercised in full, the number of shares of Common Stock underlying any unexercised Award shall again be available for the purpose of Awards under the Plan. If any shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock awarded under the Plan to a Participant are forfeited for any reason, the number of forfeited shares of Restricted Stock, Performance Awards or Other Stock-Based Awards denominated in shares of Common Stock shall again be available for purposes of Awards under the Plan. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be issued under the Plan. Any Award under the Plan settled in cash shall not be counted against the foregoing maximum share limitations. The maximum grant date fair value of any Award granted to any director for services as a director during any calendar year shall not exceed $1,000,000.

B-8

Table of Contents

(b) Individual Participant Limitations. To the extent required by Section 162(m) of the Code for Awards under the Plan to qualify as "performance-based compensation," the following individual Participant limitations shall only apply after the expiration of the Transition Period:

(i) The maximum number of shares of Common Stock subject to any Award of Stock Options, or Stock Appreciation Rights, or shares of Restricted Stock, or Other Stock-Based Awards for which the grant of such Award or the lapse of the relevant Restriction Period is subject to the attainment of Performance Goals in accordance with Section 8.3(a)(ii) which may be granted under the Plan during any fiscal year of the Company to any Participant shall be 1,000,000 shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 4.2), provided that the maximum number of shares of Common Stock for all types of Awards does not exceed 5,000,000 shares (which shall be subject to any further increase or decrease pursuant to Section 4.2) during any fiscal year of the Company. If a Tandem Stock Appreciation Right is granted or a Limited Stock Appreciation Right is granted in tandem with a Stock Option, it shall apply against the Participant's individual share limitations for both Stock Appreciation Rights and Stock Options.

(ii) There are no annual individual share limitations applicable to Participants on Restricted Stock or Other Stock-Based Awards for which the grant, vesting or payment (as applicable) of any such Award is not subject to the attainment of Performance Goals.

(iii) The maximum number of shares of Common Stock subject to any Performance Award which may be granted under the Plan during any fiscal year of the Company to any Participant shall be 1,000,000 shares (which shall be subject to any further increase or decrease pursuant to Section 4.2) with respect to any fiscal year of the Company.

(iv) The maximum value of a cash payment made under a Performance Award which may be granted under the Plan with respect to any fiscal year of the Company to any Participant shall be $10,000,000.

(v) The individual Participant limitations set forth in this Section 4.1(b) (other than Section 4.1(b)(iii)) shall be cumulative; that is, to the extent that shares of Common Stock for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant in a fiscal year, the number of shares of Common Stock available for Awards to such Participant shall automatically increase in the subsequent fiscal years during the term of the Plan until used.

(c) Annual Non-Employee Director Award Limitation. The aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted under the Plan to any individual Non-Employee Director in any fiscal year of the Company (excluding Awards made pursuant to deferred compensation arrangements in lieu of all or a portion of cash retainers and any stock dividends payable in respect of outstanding Awards) shall not exceed $1,000,000.

4.2 Changes .

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board, the Committee or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization, stock split, or other change in the Company's capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding.

B-9

Table of Contents

(b) Subject to the provisions of Section 11.1:

(i) If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Common Stock into a greater number of shares of Common Stock, or combines (by reverse split, combination or otherwise) its outstanding Common Stock into a lesser number of shares of Common Stock, then the respective exercise prices for outstanding Awards that provide for a Participant elected exercise and the number of shares of Common Stock covered by outstanding Awards shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(ii) Excepting transactions covered by Section 4.2(b)(i), if the Company effects any merger, consolidation, statutory exchange, spin-off, reorganization, sale or transfer of all or substantially all the Company's assets or business, or other corporate transaction or event in such a manner that the Company's outstanding shares of Common Stock are converted into the right to receive (or the holders of Common Stock are entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or other entity (each, a " Reorganization " ), then, subject to the provisions of Section 11.1, (A) the aggregate number or kind of securities that thereafter may be issued under the Plan, (B) the number or kind of securities or other property (including cash) to be issued pursuant to Awards granted under the Plan (including as a result of the assumption of the Plan and the obligations hereunder by a successor entity, as applicable), or (C) the purchase price thereof, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iii) If there shall occur any change in the capital structure of the Company other than those covered by Section 4.2(b)(i) or 4.2(b)(ii), including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, then the Committee shall adjust any Award and make such other adjustments to the Plan to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iv) Any such adjustment determined by the Committee pursuant to this Section 4.2(b) shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Any adjustment to, or assumption or substitution of, an Award under this Section 4.2(b) shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in this Section 4.2 or in the applicable Award Agreement, a Participant shall have no additional rights under the Plan by reason of any transaction or event described in this Section 4.2.

(v) Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or this Section 4.2(b) shall be aggregated until, and eliminated at, the time of exercise or payment by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be required with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

4.3 Minimum Purchase Price . Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law.

B-10

Table of Contents

ARTICLE V
ELIGIBILITY

5.1 General Eligibility . All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.2 Incentive Stock Options . Notwithstanding the foregoing, only Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.3 General Requirement . The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant or Non-Employee Director, respectively.

ARTICLE VI
STOCK OPTIONS

6.1 Options . Stock Options may be granted alone or in addition to other Awards granted under the Plan. Each Stock Option granted under the Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.

6.2 Grants . The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option.

6.3 Incentive Stock Options . Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422.

6.4 Terms of Options . Options granted under the Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the time of grant.

(b) Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than 10 years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five years.

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.4, Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any Stock Option is

B-11

Table of Contents

exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 6.4(c), to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, with the consent of the Committee, having the Company withhold shares of Common Stock issuable upon exercise of the Stock Option, or by payment in full or in part in the form of Common Stock owned by the Participant, based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee). No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.

(e) Non-Transferability of Options. No Stock Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant's lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred other than by will or by the laws of descent and distribution and (ii) remains subject to the terms of the Plan and the applicable Award Agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of the Plan and the applicable Award Agreement.

(f) Termination by Death or Disability. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant's Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant's Termination may be exercised by the Participant (or in the case of the Participant's death, by the legal representative of the Participant's estate) at any time within a period of one (1) year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options; provided, however, that, in the event of a Participant's Termination by reason of Disability, if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one (1) year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options.

(g) Involuntary Termination Without Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant's

B-12

Table of Contents

Termination is by involuntary termination by the Company without Cause, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant's Termination may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(h) Voluntary Resignation. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant's Termination is voluntary (other than a voluntary termination described in Section 6.4(i)(y) hereof), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant's Termination may be exercised by the Participant at any time within a period of thirty (30) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(i) Termination for Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant's Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.4(h)) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.

(j) Unvested Stock Options. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, Stock Options that are not vested as of the date of a Participant's Termination for any reason shall terminate and expire as of the date of such Termination.

(k) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under the Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or any Parent at all times from the time an Incentive Stock Option is granted until three months prior to the date of exercise thereof (or such other period as required by applicable law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any provision of the Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.

(l) Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced without such Participant's consent and provided further that such action does not subject the Stock Options to Section 409A of the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options (to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with Section 4.2), unless such action is approved by the stockholders of the Company.

B-13

Table of Contents

(m) Deferred Delivery of Common Stock. The Committee may in its discretion permit Participants to defer delivery of Common Stock acquired pursuant to a Participant's exercise of an Option in accordance with the terms and conditions established by the Committee in the applicable Award Agreement, which shall be intended to comply with the requirements of Section 409A of the Code.

(n) Early Exercise. The Committee may provide that a Stock Option include a provision whereby the Participant may elect at any time before the Participant's Termination to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option prior to the full vesting of the Stock Option and such shares shall be subject to the provisions of Article VIII and be treated as Restricted Stock. Unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate.

(o) Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Non-Qualified Stock Option on a cashless basis on the last day of the term of such Option if the Participant has failed to exercise the Non-Qualified Stock Option as of such date, with respect to which the Fair Market Value of the shares of Common Stock underlying the Non-Qualified Stock Option exceeds the exercise price of such Non-Qualified Stock Option on the date of expiration of such Option, subject to Section 14.4. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

ARTICLE VII
STOCK APPRECIATION RIGHTS

7.1 Tandem Stock Appreciation Rights . Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option (a " Reference Stock Option ") granted under the Plan (" Tandem Stock Appreciation Rights "). In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference Stock Option.

7.2 Terms and Conditions of Tandem Stock Appreciation Rights . Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.

(b) Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until, and then only to the extent that the exercise or termination of the Reference Stock Option causes, the number of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option.

(c) Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Reference Stock Options to which they relate shall be

B-14

Table of Contents

exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.4(c).

(d) Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent that the related Tandem Stock Appreciation Rights have been exercised.

(e) Payment. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one share of Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement multiplied by the number of shares of Common Stock in respect of which the Tandem Stock Appreciation Right shall have been exercised, with the Committee having the right to determine the form of payment.

(f) Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of the Plan on the number of shares of Common Stock to be issued under the Plan.

(g) Non-Transferability. Tandem Stock Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under Section 6.4(e) of the Plan.

7.3 Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights may also be granted without reference to any Stock Options granted under the Plan.

7.4 Terms and Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.

(b) Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years after the date the right is granted.

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 7.4, Non-Tandem Stock Appreciation Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 7.4(c), Non-Tandem Stock Appreciation Rights may be exercised in

B-15

Table of Contents

whole or in part at any time in accordance with the applicable Award Agreement, by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.

(e) Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one share of Common Stock on the date that the right is exercised over the Fair Market Value of one share of Common Stock on the date that the right was awarded to the Participant.

(f) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant's Termination for any reason, Non-Tandem Stock Appreciation Rights will remain exercisable following a Participant's Termination on the same basis as Stock Options would be exercisable following a Participant's Termination in accordance with the provisions of Sections 6.4(f) through 6.4(j).

(g) Non-Transferability. No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant's lifetime, only by the Participant.

7.5 Limited Stock Appreciation Rights. The Committee may, in its sole discretion, grant Tandem and Non-Tandem Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon the occurrence of a Change in Control or such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award Agreement, the Participant shall receive in cash and/or Common Stock, as determined by the Committee, an amount equal to the amount (i) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or (ii) set forth in Section 7.4(e) with respect to Non-Tandem Stock Appreciation Rights.

7.6 Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Stock Appreciation Right on a cashless basis on the last day of the term of such Stock Appreciation Right if the Participant has failed to exercise the Stock Appreciation Right as of such date, with respect to which the Fair Market Value of the shares of Common Stock underlying the Stock Appreciation Right exceeds the exercise price of such Stock Appreciation Right on the date of expiration of such Stock Appreciation Right, subject to Section 14.4. Stock Appreciation Rights may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

ARTICLE VIII
RESTRICTED STOCK

8.1 Awards of Restricted Stock. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Restricted Stock shall be made, the number of shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.

The Committee may condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets (including, the Performance Goals) or such other factor as the

B-16

Table of Contents

Committee may determine in its sole discretion, including to comply with the requirements of Section 162(m) of the Code.

8.2 Awards and Certificates. Eligible Individuals selected to receive Restricted Stock shall not have any right with respect to such Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company, to the extent required by the Committee, and has otherwise complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions:

(a) Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value.

(b) Acceptance. Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder.

(c) Legend. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

"The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the WideOpenWest, Inc. (the "Company") 2017 Omnibus Incentive Plan (the "Plan") and an Agreement entered into between the registered owner and the Company dated . Copies of such Plan and Agreement are on file at the principal office of the Company."

(d) Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award is forfeited in whole or part.

8.3 Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

(a) Restriction Period. (i) The Participant shall not be permitted to Transfer shares of Restricted Stock awarded under the Plan during the period or periods set by the Committee (the " Restriction Period ") commencing on the date of such Award, as set forth in the Restricted Stock Award Agreement and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii) and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award.

B-17

Table of Contents

(ii) If the grant of shares of Restricted Stock or the lapse of restrictions is based on the attainment of Performance Goals, the Committee shall establish the objective Performance Goals and the applicable vesting percentage of the Restricted Stock applicable to each Participant or class of Participants in writing prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regard to a Restricted Stock Award that is intended to comply with Section 162(m) of the Code, to the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect.

(b) Rights as a Stockholder. Except as provided in Section 8.3(a) and this Section 8.3(b) or as otherwise determined by the Committee in an Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company, including, without limitation, the right to receive dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.

(c) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant's Termination for any reason during the relevant Restriction Period, all Restricted Stock still subject to restriction will be forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.

(d) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.

ARTICLE IX
PERFORMANCE AWARDS

9.1 Performance Awards. The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals. The Committee may grant Performance Awards that are intended to qualify as "performance-based compensation" under Section 162(m) of the Code, as well as Performance Awards that are not intended to qualify as "performance-based compensation" under Section 162(m) of the Code. If the Performance Award is payable in shares of Restricted Stock, such shares shall be transferable to the Participant only upon attainment of the relevant Performance Goal in accordance with Article VIII. If the Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance Goals either in cash or in shares of Restricted Stock (based on the then current Fair Market Value of such shares), as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in such form that is not inconsistent with the Plan and that the Committee may from time to time approve. With respect to Performance Awards that are intended to qualify as "performance-based compensation" under Section 162(m) of the Code, the Committee shall condition the right to payment of any Performance Award upon the attainment of objective Performance Goals established pursuant to Section 9.2(c).

B-18

Table of Contents

9.2 Terms and Conditions. Performance Awards awarded pursuant to this Article IX shall be subject to the following terms and conditions:

(a) Earning of Performance Award. At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals established pursuant to Section 9.2(c) are achieved and the percentage of each Performance Award that has been earned.

(b) Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance Period.

(c) Objective Performance Goals, Formulae or Standards. With respect to Performance Awards that are intended to qualify as "performance-based compensation" under Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the earning of Performance Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as "performance-based compensation" under Section 162(m) of the Code. Performance goals may also be based on an individual participant's performance goals, as determined by the Compensation Committee. In addition, all performance goals may be based upon the attainment of specified levels of our performance, or the performance of a subsidiary, division or other operational unit, under one or more of the measures described above relative to the performance of other corporations. The Compensation Committee may designate additional business criteria on which the performance goals may be based or adjust, modify or amend those criteria.

(d) Dividends. Unless otherwise determined by the Committee at the time of grant, amounts equal to dividends declared during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Award will not be paid to the Participant.

(e) Payment. Following the Committee's determination in accordance with Section 9.2(a), the Company shall settle Performance Awards, in such form (including, without limitation, in shares of Common Stock or in cash) as determined by the Committee, in an amount equal to such Participant's earned Performance Awards.

(f) Termination. Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant's Termination for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant.

(g) Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Award.

ARTICLE X
OTHER STOCK-BASED AND CASH-BASED AWARDS

10.1 Other Stock-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock, including but not limited to, shares of Common Stock

B-19

Table of Contents

awarded purely as a bonus and not subject to restrictions or conditions, shares of Common Stock in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, stock equivalent units, restricted stock units, and Awards valued by reference to book value of shares of Common Stock. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.

Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times at which, such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified Performance Period.

The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee may determine, in its sole discretion; provided that to the extent that such Other Stock-Based Awards are intended to comply with Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the grant or vesting of such Other Stock-Based Awards based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent that any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect, with respect to Performance Awards that are intended to qualify as "performance-based compensation" under Section 162(m) of the Code.

10.2 Terms and Conditions . Other Stock-Based Awards made pursuant to this Article X shall be subject to the following terms and conditions:

(a) Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, shares of Common Stock subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

(b) Dividends. Unless otherwise determined by the Committee at the time of Award, subject to the provisions of the Award Agreement and the Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents in respect of the number of shares of Common Stock covered by the Award.

(c) Vesting. Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d) Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration. Common Stock purchased pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion.

10.3 Other Cash-Based Awards . The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of an Other Cash-Based Award shall not require a segregation of any of the Company's assets for satisfaction of the Company's payment obligation thereunder.

B-20

Table of Contents

ARTICLE XI
CHANGE IN CONTROL PROVISIONS

11.1 Benefits . In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee in an Award Agreement, the Compensation Committee may treat a Participant's Award in accordance with one or more of the following methods as determined by the Committee:

(a) Awards, whether or not then vested, shall be continued, assumed, or have new rights substituted therefor, as determined by the Committee in a manner consistent with the requirements of Section 409A of the Code, and restrictions to which shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Common Stock on such terms as determined by the Committee; provided that the Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).

(b) The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess (if any) of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards. For purposes hereof, " Change in Control Price " shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company.

(c) The Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any Other Stock-Based Award that provides for a Participant elected exercise, effective as of the date of the Change in Control, by delivering notice of termination to each Participant at least twenty (20) days prior to the date of consummation of the Change in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each such Participant shall have the right to exercise in full all of such Participant's Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

(d) Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at any time.

11.2 Change in Control . Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement with a Participant approved by the Committee, a "Change in Control" shall be deemed to occur if:

(a) any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, TowerBrook Capital Partners, L.P. or its affiliates, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities;

B-21

Table of Contents

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), or (d) of this Section 11.2 or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(c) a merger, reorganization, or consolidation of the Company with any other corporation, other than a merger, reorganization or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in Section 11.2(a)) acquires more than 50% of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control of the Company; or

(d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company's assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

Notwithstanding the foregoing, with respect to any Award that is characterized as "nonqualified deferred compensation" within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a "change in ownership," a "change in effective control" or a "change in the ownership of a substantial portion of the assets" of the Company within the meaning of Section 409A of the Code.

11.3 Initial Public Offering not a Change in Control . Notwithstanding the foregoing, for purposes of the Plan, the occurrence of the Registration Date or any change in the composition of the Board within one year following the Registration Date shall not be considered a Change in Control.

ARTICLE XII
TERMINATION OR AMENDMENT OF PLAN

Notwithstanding any other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article XIV or Section 409A of the Code), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant and, provided further, that without the approval of the holders of the Company's Common Stock entitled to vote in accordance with applicable law, no amendment may be made that would (i) increase the aggregate number of shares of Common Stock that may be issued under the Plan (except by operation of Section 4.2);

B-22

Table of Contents

(ii) increase the maximum individual Participant limitations for a fiscal year under Section 4.1(b) (except by operation of Section 4.2); (iii) change the classification of individuals eligible to receive Awards under the Plan; (iv) decrease the minimum option price of any Stock Option or Stock Appreciation Right; (v) extend the maximum option period under Section 6.4; (vi) alter the Performance Goals for Restricted Stock, Performance Awards or Other Stock-Based Awards as set forth in Exhibit A hereto; (vii) award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock Appreciation Right with a higher exercise price than the replacement award; or (viii) require stockholder approval in order for the Plan to continue to comply with the applicable provisions of Section 162(m) of the Code or, to the extent applicable to Incentive Stock Options, Section 422 of the Code. In no event may the Plan be amended without the approval of the stockholders of the Company in accordance with the applicable laws of the State of Delaware to increase the aggregate number of shares of Common Stock that may be issued under the Plan, decrease the minimum exercise price of any Award, or to make any other amendment that would require stockholder approval under Financial Industry Regulatory Authority (FINRA) rules and regulations or the rules of any exchange or system on which the Company's securities are listed or traded at the request of the Company. Notwithstanding anything herein to the contrary, the Board may amend the Plan or any Award Agreement at any time without a Participant's consent to comply with applicable law including Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall impair the rights of any holder without the holder's consent.

ARTICLE XIII
UNFUNDED STATUS OF PLAN

The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.

ARTICLE XIV
GENERAL PROVISIONS

14.1 Legend . The Committee may require each person receiving shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on Transfer. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock is then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

14.2 Other Plans . Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

14.3 No Right to Employment/Directorship/Consultancy . Neither the Plan nor the grant of any Option or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or

B-23

Table of Contents

directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment, consultancy or directorship at any time.

14.4 Withholding of Taxes . The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any minimum statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.

14.5 No Assignment of Benefits . No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

14.6 Listing and Other Conditions .

(a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.

(b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

(c) Upon termination of any period of suspension under this Section 14.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

(d) A Participant shall be required to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

14.7 Stockholders Agreement and Other Requirements . Notwithstanding anything herein to the contrary, as a condition to the receipt of shares of Common Stock pursuant to an Award under the

B-24

Table of Contents

Plan, to the extent required by the Committee, the Participant shall execute and deliver a stockholder's agreement or such other documentation that shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise or purchase, and such other terms as the Board or Committee shall from time to time establish. Such stockholder's agreement or other documentation shall apply to the Common Stock acquired under the Plan and covered by such stockholder's agreement or other documentation. The Company may require, as a condition of exercise, the Participant to become a party to any other existing stockholder agreement (or other agreement).

14.8 Governing Law . The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

14.9 Jurisdiction; Waiver of Jury Trial . Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a " Proceeding "), to the exclusive jurisdiction of the courts of the State of Delaware, the court of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant's address shown in the books and records of the Company or, in the case of the Company, at the Company's principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of Delaware.

14.10 Construction . Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

14.11 Other Benefits . No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

14.12 Costs . The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Common Stock pursuant to Awards hereunder.

14.13 No Right to Same Benefits . The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.

14.14 Death/Disability . The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant's death or Disability and to supply it with a copy of the will (in the case of the Participant's death) or such other evidence as the Committee

B-25

Table of Contents

deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

14.15 Section 16(b) of the Exchange Act . All elections and transactions under the Plan by persons subject to Section 16 of the Exchange Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of the Plan and the transaction of business thereunder.

14.16 Section 409A of the Code . The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of "nonqualified deferred compensation" (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a "specified employee" (as defined under Section 409A of the Code) as a result of such employee's separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period.

14.17 Successor and Assigns . The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

14.18 Severability of Provisions . If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

14.19 Payments to Minors, Etc . Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.

14.20 Lock-Up Agreement . As a condition to the grant of an Award, if requested by the Company and the lead underwriter of any public offering of the Common Stock (the " Lead Underwriter"), a Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire Common Stock (except Common Stock included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration statement of the Company filed under the

B-26

Table of Contents

Securities Act that the Lead Underwriter shall specify (the " Lock-Up Period "). The Participant shall further agree to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant to an Award until the end of such Lock-Up Period.

14.21 Headings and Captions . The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

14.22 Section 162(m) of the Code . Notwithstanding any other provision of the Plan to the contrary, (i) prior to the Registration Date and during the Transition Period, the provisions of the Plan requiring compliance with Section 162(m) of the Code for Awards intended to qualify as "performance-based compensation" shall only apply to the extent required by Section 162(m) of the Code, and (ii) the provisions of the Plan requiring compliance with Section 162(m) of the Code shall not apply to Awards granted under the Plan that are not intended to qualify as "performance-based compensation" under Section 162(m) of the Code.

14.23 Post-Transition Period . Following the Transition Period, any Award granted under the Plan that is intended to be "performance-based compensation" under Section 162(m) of the Code, shall be subject to the approval of the material terms of the Plan by a majority of the stockholders of the Company in accordance with Section 162(m) of the Code and the treasury regulations promulgated thereunder.

14.24 Company Recoupment of Awards . A Participant's rights with respect to any Award hereunder shall in all events be subject to (i) any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a Participant, or (ii) any right or obligation that the Company may have regarding the clawback of "incentive-based compensation" under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

ARTICLE XV
EFFECTIVE DATE OF PLAN

The Plan shall become effective on May 24, 2017 which is the date of its adoption by the Board, subject to the approval of the Plan by the stockholders of the Company in accordance with the requirements of the laws of the State of Delaware.

ARTICLE XVI
TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date that the Plan is adopted or the date of stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date; provided that no Award (other than a Stock Option or Stock Appreciation Right) that is intended to be "performance-based compensation" under Section 162(m) of the Code shall be granted on or after the fifth anniversary of the stockholder approval of the Plan unless the Performance Goals are re-approved (or other designated Performance Goals are approved) by the stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders approve the Performance Goals.

ARTICLE XVII
NAME OF PLAN

The Plan shall be known as the "WideOpenWest, Inc. 2017 Omnibus Incentive Plan."

B-27

Table of Contents

EXHIBIT A

PERFORMANCE GOALS

To the extent permitted under Section 162(m) of the Code, performance goals established for purposes of Awards intended to be "performance-based compensation" under Section 162(m) of the Code, shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals:

•: earnings per share;
•: operating income;
•: gross income;
•: net income (before or after taxes);
•: cash flow;
•: gross profit;
•: gross profit return on investment;
•: gross margin return on investment;
•: gross margin;
•: operating margin;
•: working capital;
•: earnings before interest and taxes;
•: earnings before interest, tax, depreciation and amortization;
•: return on equity;
•: return on assets;
•: return on capital;
•: return on invested capital;
•: net revenues;
•: gross revenues;
•: revenue growth;
•: annual recurring revenues;
•: recurring revenues;
•: license revenues;
•: sales or market share
•: total stockholder return
•: economic value added
•: specified objectives with regard to limiting the level of increase in all or a portion of our bank debt or other long-term or short-term public or private debt or other similar financial obligations, which may be calculated net of cash balances and other offsets and adjustments as may be established by the Compensation Committee

B-28

Table of Contents

•: the fair market value of a share of our common stock
•: the growth in the value of an investment in our common stock assuming the reinvestment of dividends;
•: reduction in operating expenses.

With respect to Awards that are intended to qualify as "performance-based compensation" under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, the Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence that the Committee determines should be appropriately excluded or adjusted, including:

(a) restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges as described in Accounting Standards Codification 225-20, "Extraordinary and Unusual Items," and/or management's discussion and analysis of financial condition and results of operations appearing or incorporated by reference in the Company's Form 10-K for the applicable year;

(b) an event either not directly related to the operations of the Company or not within the reasonable control of the Company's management; or

Performance goals may also be based upon individual participant performance goals, as determined by the Committee, in its sole discretion. In addition, Awards that are not intended to qualify as "performance-based compensation" under Section 162(m) of the Code may be based on the performance goals set forth herein or on such other performance goals as determined by the Committee in its sole discretion.

In addition, such performance goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other operational unit, administrative department or product category of the Company) performance under one or more of the measures described above relative to the performance of other corporations. With respect to Awards that are intended to qualify as "performance-based compensation" under Section 162(m) of the Code, to the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may also:

(a) designate additional business criteria on which the performance goals may be based; or

(b) adjust, modify or amend the aforementioned business criteria.

B-29

VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. WIDEOPENWEST, INC. 7887 EAST BELLEVIEW AVENUE SUITE 1000 ENGLEWOOD, CO 80111 During The Meeting - Go to www.virtualshareholdermeeting.com/WOW2019 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E67748-P17144 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. WIDEOPENWEST, INC. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! 1a. Daniel Kilpatrick 1b. Tom McMillin 1c. Joshua Tamaroff For Against Abstain The Board of Directors recommends you vote FOR proposals 2, 3 and 4. ! ! ! ! ! ! ! ! ! 2. Ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for 2019. 3. Approve, by non-binding advisory vote, the Company's executive compensation. 4. Approve an amendment to the WideOpenWest, Inc.'s 2017 Omnibus Incentive Plan. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For address changes and/or comments, please check this box and write them on the back where indicated. ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E67749-P17144 WIDEOPENWEST, INC. Annual Meeting of Shareholders May 10, 2019 8:30 AM This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Teresa Elder, Richard E. Fish, Jr. and Craig Martin, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of WideOpenWest, Inc. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 8:30 AM, Eastern Time on May 10, 2019, virtually via a live webcast at www.virtualshareholdermeeting.com/WOW2019, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side Address Changes/Comments: