Performance Stock Units Agreement – Time Warner

1.

. Whenever the following terms are used in this Agreement, they shall have
the meanings set forth below. Capitalized terms not otherwise defined herein
shall have the same meanings as in the Plan.

a)

“Adjusted EPS” means the Adjusted Earnings Per Share
of a company for a designated period, generally a twelve-month period ending on
a specified date, as reported by Bloomberg. As described on Bloomberg at
February 6, 2009, this measure excludes the effects of one-time and
extraordinary gains/losses, including: realized investment gains/losses,
restructuring charges, non-recurring charges/gains, unusual charges/gains,
reserve charges, large writedowns, spin-off/sell-off expenses, merger expenses,
acquisition charges, sale of subsidiary expenses, forgiveness of debt, writedown
of goodwill, ESOP charges, and acquired research and development costs.

b)

“Adjusted EPS Percentile” means the percentile rank
of the Company’s growth in Adjusted EPS from the beginning through the end of a
specified measurement period (generally the Performance Period) relative to the
growth in Adjusted EPS for the same period for each of the companies in the
S&P 500 Index (the “Index“) at the beginning and
throughout such measurement period; provided, however, that for purposes
of measuring the Adjusted EPS Percentile, the Index shall be deemed to include
companies that were removed from the S&P 500 Index during the measurement
period but that continued during the entire measurement period to have their
shares listed on at least one of the NYSE, NASDAQ, American Stock Exchange,
Boston Stock Exchange, Chicago Stock Exchange, National Stock Exchange (formerly
Cincinnati Stock Exchange), NYSE Arca (formerly known as the Pacific Stock
Exchange) or Philadelphia Stock Exchange.

c)

means, “Cause” as defined in an employment agreement between the Company or
any of its Affiliates and the Participant or, if not defined therein or if there
is no such agreement, “Cause” means (i) Participant’s continued failure
substantially to perform such Participant’s duties (other than as a result of
total or partial incapacity due to physical or mental illness) for a period of
ten (10) days following written notice by the Company or any of its Affiliates
to the Participant of such failure, (ii) dishonesty in the performance of the
Participant’s duties, (iii) Participant’s conviction of, or plea of nolo
contendere to, a crime constituting (A) a felony under the laws of the
United States or any state thereof or (B) a misdemeanor involving moral
turpitude, (iv) Participant’s insubordination, willful malfeasance or willful
misconduct in connection with Participant’s duties or any act or omission which
is injurious to the financial condition or business reputation of the Company or
any of its Affiliates, or (v) Participant’s breach of any non-competition,
non-solicitation or confidentiality provisions to which the Participant is
subject. The determination of the Committee as to the existence of “Cause” will
be conclusive on the Participant and the Company.

d)

means, “Disability” as defined in an employment agreement between the Company
or any of its Affiliates and the Participant or, if not defined therein or if
there shall be no such agreement, “disability” of the Participant shall have the
meaning ascribed to such term in the Company’s long-term disability plan or
policy, as in effect from time to time.

e)

“Division Change in Control” means (i) a transfer by
the Company or any Affiliate of the Participant’s Employment to a corporation,
company or other entity whose financial results are not consolidated with those
of the Company or (ii) a change in the ownership structure of the Affiliate with
which the Participant has Employment such that the Affiliate’s financial results
are no longer consolidated with those of the Company.

f)

“Good Reason” means “Good Reason” as defined in an
employment agreement between the Company or any of its Affiliates and the
Participant or, if not defined therein, “Good Reason” means the termination of
the Participant’s Employment by the Participant because of a breach by the
Company or any Affiliate of any employment agreement to which the Participant is
a party; provided, that “Good Reason” will cease to exist for an event on
the sixtieth (60^th) day following the later of its occurrence or the
Participant’s knowledge thereof, unless the Participant has given the Company
written notice of his or her termination of employment for Good Reason prior to
such date.

g)

“Notice of Grant of Performance Stock Units” means
(i) the Notice of Grant of Performance Stock Units that accompanies this
Agreement, if this Agreement is delivered to the Participant in “hard copy,” and
(ii) the screen of the website for the stock plan administration with the
heading “Vesting Schedule and Details,” which contains the details of the grant
governed by this Agreement, if this Agreement is delivered electronically to the
Participant.

h)

“Participant” means an individual to whom PSUs have
been awarded pursuant to the Plan and shall have the same meaning as may be
assigned to the terms “Holder” or “Participant” in the Plan.

i)

“Performance Level” means the level of performance
achieved by the Company during a measurement period (generally, the Performance
Period) based on the TSR Percentile and the Adjusted EPS Percentile for such
period, which shall determine the percentage of Target PSUs that will vest, as
set forth in paragraph 4.

j)

“Performance Period” means the period commencing and
ending on the dates set forth in the Notice of Grant of Performance Stock Units.

k)

means the equity plan maintained by the Company that is specified in the
Notice of Grant of Performance Stock Units, which has been provided to the
Participant separately and which accompanies and forms a part of this Agreement,
as such plan may be amended, supplemented or modified from time to time.

l)

“Retirement” means a termination of employment by the
Participant (i) following the attainment of age 55 with ten (10) or more years
of service as an employee or a director with the Company or any Affiliate or
(ii) pursuant to a retirement plan or early retirement program of the Company or
any Affiliate.

m)

“Shares” means shares of Common Stock of the Company.

n)

“Total Shareholder Return” or
“TSR” means a company’s total shareholder return,
calculated based on stock price appreciation during a specified measurement
period plus the value of dividends paid on such stock during the measurement
period (which shall be deemed to have been reinvested in the underlying
company’s stock effective the “ex-dividend” date based on the closing price for
such company for purposes of measuring TSR).

o)

“TSR Percentile” means the percentile rank of the TSR
for the Shares during a specified measurement period (generally the Performance
Period) relative to the TSR for each of the companies in the Index at the
beginning and throughout such measurement period; provided, however, that
for purposes of measuring the TSR Percentile, (i) the Index shall be deemed to
include companies that were removed from the S&P 500 Index during the
measurement period but that continued during the entire measurement period to
have their shares listed on at least one of the NYSE, NASDAQ, American Stock
Exchange, Boston Stock Exchange, Chicago Stock Exchange, National Stock Exchange
(formerly Cincinnati Stock Exchange), NYSE Arca (formerly known as the Pacific
Stock Exchange) or Philadelphia Stock Exchange; and (ii) the beginning and
ending TSR values shall be calculated based on the average of the closing prices
of the applicable company’s stock on the composite tape for the 30 trading days
prior to and including the beginning or ending date, as applicable, of the
measurement period.

p)

“Vesting Date” means the vesting date set forth in
the Notice of Grant of Performance Stock Units.

2.

. The Company hereby grants to the Participant (the
“Award“), on the terms and conditions hereinafter set
forth, the target number of PSUs (the “Target PSUs“) set
forth in the Notice. Each PSU represents the unfunded, unsecured right of the
Participant to receive a Share on the date(s) specified herein, subject to
achievement of the relevant performance criteria. The Target PSUs represent the
number of PSUs that will vest on the Vesting Date if the Company achieves the
“Target” Performance Level for the Performance Period, and the Participant
remains in Employment through the Vesting Date. PSUs do not constitute issued
and outstanding shares of Common Stock for any corporate purposes and do not
confer on the Participant any right to vote on matters that are submitted to a
vote of holders of Shares.

3.

If on any date while PSUs are outstanding hereunder the Company shall pay any
regular cash dividend on the Shares, the Participant shall not be entitled to
receive the amount of cash equal to the dividend paid on a Share as a dividend
equivalent payment (the “Dividend Equivalents“) at the
time the regular cash dividend is paid to holders of Shares. If on any date
while PSUs are outstanding hereunder the Company shall pay any dividend
(including a regular cash dividend) or make any other distribution on the
Shares, then, the Participant shall be credited with a bookkeeping entry
equivalent to such dividend or distribution for each Target PSU held by the
Participant on the record date for such dividend or distribution, but the
Company shall retain custody of all such dividends and distributions (the
“Retained Distributions“) unless the
Board has in its sole discretion (and in a manner consistent with Section 19 of
the Plan) determined that an amount equivalent to such dividend other than a
regular cash dividend or distribution shall be paid currently to the
Participant; provided, however, that if the Retained Distribution
relates to a dividend paid in Shares, the Participant shall receive an
additional amount of PSUs (i.e., by increasing the number of Target PSUs) equal
to the product of (I) the aggregate number of Target PSUs held by the
Participant pursuant to this Agreement through the related dividend record date,
multiplied by (II) the number of Shares (including any fraction thereof) payable
as a dividend on a Share. Retained Distributions will not bear interest and will
be subject to the same restrictions as the PSUs to which they relate. Retained
Distributions will be paid only with respect to the number of Shares that vest
pursuant to paragraphs 4, 5 or 6 and will be paid in cash at the same time that
Shares are issued to the Participant pursuant to paragraphs 4, 5 or 6,
applicable. Notwithstanding anything else contained in this paragraph 3, no
payment of Retained Distributions shall occur before the first date on which a
payment could be made without subjecting the Participant to tax under the
provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code“).

4.

.

a)

Subject to the terms and provisions of the Plan and this Agreement, on the
Vesting Date, the Company shall issue or transfer to the Participant the number
of Shares corresponding to the Performance Level achieved during the Performance

Period and the Retained Distributions, if any, relating to such Shares.
Except as otherwise provided in paragraphs 5, 6 and 7, the vesting of such PSUs
and any Retained Distributions relating thereto shall occur only if the
Participant has continued in Employment of the Company or any of its Affiliates
on the Vesting Date and has continuously been so employed since the Date of
Grant (as defined in the Notice of Grant of Performance Stock Units). As of the
Vesting Date, a percentage (between 0% and 200%) of the target number of PSUs
shall vest as follows:

(i)

If the Company’s TSR Percentile for the Performance Period is ranked at or
above the 50^th percentile, then the percentage of the target number
of PSUs that shall vest is based on the Company’s TSR Percentile during the
Performance Period, as indicated in the table below;

(ii)

If the Company’s TSR Percentile for the Performance Period is ranked below
the 50^th percentile and the Adjusted EPS Percentile for the
Performance Period is ranked at or above the 50^th percentile, then
the percentage of the target number of PSUs that shall vest is the average of
(x) the percentage of the target number of PSUs that would vest based on the
Company’s TSR Percentile during the Performance Period, as indicated in the
table below, and (y) 100%; and

(iii)

If the Company’s TSR Percentile for the Performance Period is ranked below
the 50^th percentile and the Adjusted EPS Percentile for the
Performance Period is ranked below the 50^th percentile, then the
percentage of the target number of PSUs that shall vest is based on the
Company’s TSR Percentile during the Performance Period, as indicated in the
table below.

Maximum

The Company is ranked at the 100^th percentile

200

%

Target

The Company is ranked at the 50^th percentile

100

%

Threshold

The Company is ranked at the 25^th percentile

50

%

Below Threshold

The Company is ranked below the 25^th percentile

0

%

The percentage of Target PSUs that vest if the Company’s TSR Percentile
during the Performance Period is between the “Threshold” and “Target” or between
the “Target” and “Maximum” Performance Levels shall be determined by linear
interpolation.

b)

. Upon each issuance or transfer of Shares in accordance with this Agreement,
a number of PSUs equal to the number of Shares issued or transferred to the
Participant shall be extinguished and such number of PSUs will not be considered
to be held by the Participant for any purpose.

c)

. Upon the final issuance or transfer of Shares and Retained Distributions,
if any, to the Participant pursuant to this Agreement, in lieu of a fractional
Share, the Participant shall receive a cash payment equal to the Fair Market
Value of such fractional Share.

d)

. Notwithstanding anything else contained in this Agreement, no Shares or
Retained Distributions shall be issued or transferred to a Participant before
the first date on which a payment could be made without subjecting the
Participant to tax under the provisions of Section 409A of the Code.

5.

.

(a)

If the Participant’s Employment with the Company and its Affiliates is
terminated by the Participant for any reason other than those described in
clauses (b) and (c) below prior to the Vesting Date, then the PSUs covered by
the Award and all Retained Distributions relating thereto shall be completely
forfeited on the date of any such termination, unless otherwise provided in an
employment agreement between the Participant and the Company or an Affiliate.

(b)

If the Participant’s Employment terminates as a result of his or her death
prior to the end of the Performance Period, then the Company shall immediately
issue or transfer to the Participant’s estate a pro rata portion of the number
of Shares underlying the PSUs that would have vested (if any) if the Performance
Period ended on the date of the Participant’s death plus all Retained
Distributions relating thereto; provided, however, that in the event such
termination of Employment due to death occurs prior to the first anniversary of
the Date of Grant, then the pro rata number of PSUs that vest shall be based on
the number of Target PSUs, without regard to the actual Performance Level
achieved through such date. The pro rata amount of PSUs that shall vest upon the
Participant’s death shall be determined by multiplying

(x)

the full number of PSUs covered by the Award that would vest based on the
actual Performance Level achieved through the date of death (or, in the case of
death prior to the first anniversary of the Date of Grant, based on the number
of Target PSUs) by;

(y)

a fraction, the numerator of which shall be the number of days from the Date
of Grant through the date of the Participant’s death, and the denominator of
which shall be the number of days from the Date of Grant through the last day of
the Performance Period.

If the product of (x) and (y) results in a fractional share, such fractional
share shall be rounded to the next higher whole share.

The PSUs and any Retained Distributions related thereto that do not vest as
described above shall be completely forfeited.

(c)

If the Participant’s Employment is terminated by the Company and its
Affiliates for any reason other than for Cause or if the Participant terminates
Employment due to Good Reason, Retirement or Disability, then the Participant
shall remain entitled to receive a pro rata portion of the PSUs that would
otherwise vest (if any) on the Vesting Date based on the actual Performance
Level achieved for the full Performance Period, and any Retained Distributions
relating thereto, and such pro rata portion of the PSUs shall become vested, and
Shares subject to such PSUs and any Retained Distributions relating thereto
shall be issued or transferred to the Participant on the Vesting Date as
follows:

(x)

the number of PSUs covered by the Award that would vest on the Vesting Date
(based on the actual Performance Level achieved for the full Performance Period)
multiplied by;

(y)

a fraction, the numerator of which shall be the number of days from the Date
of Grant through the date of such termination, and the denominator of which
shall be the number of days from the Date of Grant through the last day of the
Performance Period.

If the product of (x) and (y) results in a fractional share, such fractional
share shall be rounded to the next higher whole share.

The PSUs and any Retained Distributions related thereto that do not vest as
described above shall be completely forfeited following the end of the
Performance Period.

For purposes of this paragraph 5, a temporary leave of absence shall not
constitute a termination of Employment or a failure to be continuously employed
by the Company or any Affiliate regardless of the Participant’s payroll status
during such leave of absence if such leave of absence is approved in writing by
the Company or any Affiliate. Notice of any such approved leave of absence
should be sent to the Company at One Time Warner Center, New York, New York
10019, attention: Director, Global Stock Plans Administration, but such notice
shall not be required for the leave of absence to be considered approved.

In the event the Participant’s Employment with the Company or any of its
Affiliates is terminated, the Participant shall have no claim against the
Company with respect to the PSUs and related Retained Distributions, if any,
other than as set forth in this paragraph 5, the provisions of this paragraph 5
being the sole remedy of the Participant with respect thereto.

6.

. Subject to paragraphs 4(d) and 7, in the event a Change in Control or a
Division Change in Control occurs prior to the end of the Performance Period,
the PSUs shall immediately vest and the Participant shall receive immediate
payment in respect thereof determined as the sum of the following amounts:

If the sum of the amounts above would result in a fractional share, such
fractional share shall be rounded to the next higher whole share.

7.

. Notwithstanding any provision to the contrary in the Plan or this
Agreement, if the Payment (as hereinafter defined) due to the Participant
hereunder as a result of the acceleration of vesting of the PSUs pursuant to
paragraph 6 of this Agreement, either alone or together with all other Payments
received or to be received by the Participant from the Company or any of its
Affiliates (collectively, the “Aggregate Payments“), or
any portion thereof, would be subject to the excise tax imposed by Section 4999
of the Code (or any successor thereto), the following provisions shall apply:

a)

If the net amount that would be retained by the Participant after all taxes
on the Aggregate Payments are paid would be greater than the net amount that
would be retained by the Participant after all taxes are paid if the Aggregate
Payments were limited to the largest amount that would result in no portion of
the Aggregate Payments being subject to such excise tax, the Participant shall
be entitled to receive the Aggregate Payments.

b)

If, however, the net amount that would be retained by the Participant after
all taxes were paid would be greater if the Aggregate Payments were limited to
the largest amount that would result in no portion of the Aggregate Payments
being

subject to such excise tax, the Aggregate Payments to which the Participant
is entitled shall be reduced to such largest amount.

The term “Payment” shall mean any transfer of
property within the meaning of Section 280G of the Code.

The determination of whether any reduction of Aggregate Payments is required
and the timing and method of any such required reduction in Payments under this
Agreement or in any such other Payments otherwise payable by the Company or any
of its Affiliates consistent with any such required reduction, shall be made by
the Participant, including whether any portion of such reduction shall be
applied against any cash or any shares of stock of the Company or any other
securities or property to which the Participant would otherwise have been
entitled under this Agreement or under any such other Payments, and whether to
waive the right to the acceleration of the Payment due under this Agreement or
any portion thereof or under any such other Payments or portions thereof, and
all such determinations shall be conclusive and binding on the Company and its
Affiliates. To the extent that Payments hereunder or any such other Payments are
not paid as a consequence of the limitation contained in this paragraph 7, then
the PSUs and Retained Distributions related thereto (to the extent not so
accelerated) and such other Payments (to the extent not vested) shall be deemed
to remain outstanding and shall be subject to the provisions hereof and of the
Plan as if no acceleration or vesting had occurred. Under such circumstances, if
the Participant terminates Employment for Good Reason or is terminated by the
Company or any of its Affiliates without Cause, the portion of PSUs affected by
the limitation under this paragraph 7 and Retained Distributions related thereto
(to the extent that they have not already become vested) shall become
immediately vested in their entirety upon such termination and Shares subject to
the PSUs shall be issued or transferred to the Participant, as soon as
practicable following such termination of Employment, subject to the provisions
relating to Section 4999 of the Code set forth herein.

The Company shall promptly pay, upon demand by the Participant, all legal
fees, court costs, fees of experts and other costs and expenses which the
Participant incurred in any actual, threatened or contemplated contest of the
Participant’s interpretation of, or determination under, the provisions of this
paragraph 7.

8.

. The Participant agrees that,

a)

. Upon the vesting of any portion of the Award of PSUs and the Retained
Distributions relating thereto, the Participant will be required to pay to the
Company any applicable Federal, state, local or foreign withholding tax due as a
result of such payment or vesting. The Company’s obligation to deliver the
Shares subject to the PSUs or to pay any Retained Distributions shall be subject
to such payment. The Company and its Affiliates shall, to the extent permitted
by law, have the right to deduct from the Shares issued in connection with the
vesting of PSUs or the Retained Distributions, as applicable, or any payment of
any kind otherwise due to the

Participant any Federal, state, local or foreign withholding taxes due with
respect to such vesting or payment.

b)

. Subject to the Committee’s right to disapprove any such election and
require the Participant to pay the required withholding tax in cash, the
Participant shall have the right to elect to pay the required withholding tax
associated with a vesting with Shares to be received upon vesting. Unless the
Company shall permit another valuation method to be elected by the Participant,
Shares used to pay any required withholding taxes shall be valued at the closing
price of a Share as reported on the New York Stock Exchange Composite Tape on
the date the withholding tax becomes due (hereinafter called the “Tax Date”).
Notwithstanding anything herein to the contrary, if a Participant who is
required to pay the required withholding tax in cash fails to do so within the
time period established by the Company, then the Participant shall be deemed to
have elected to pay such withholding taxes with Shares to be received upon
vesting. Elections must be made in conformity with conditions established by the
Committee from time to time.

c)

. Any election to pay withholding taxes with stock must be made on or prior
to the Tax Date and will be irrevocable once made.

9.

. The Award shall be subject to all of the terms and provisions as provided
in this Agreement and in the Plan, which are incorporated by reference herein
and made a part hereof, including, without limitation, the provisions of
Section 10 of the Plan (generally relating to adjustments to the number of
Shares subject to the Award, upon certain changes in capitalization and certain
reorganizations and other transactions).

10.

A breach of any of the foregoing restrictions or a breach of any of the other
restrictions, terms and conditions of the Plan or this Agreement, with respect
to any of the PSUs or any Retained Distributions relating thereto, except as
waived by the Board or the Committee, will cause a forfeiture of such PSUs and
any Retained Distributions relating thereto.

11.

. Nothing contained in the Plan or this Agreement shall confer on any
Participant any right to continue in the employ of the Company or any of its
Affiliates and the Company and any such Affiliate shall have the right to
terminate the Employment of the Participant at any such time, with or without
Cause, notwithstanding the fact that some or all of the PSUs and related
Retained Distributions covered by this Agreement may be forfeited as a result of
such termination. The granting of the PSUs under this Agreement shall not confer
on the Participant any right to any future Awards under the Plan.

12.

. Any notice which either party hereto may be required or permitted to give
the other shall be in writing and may be delivered personally or by mail,
postage prepaid,

addressed to Time Warner Inc., at One Time Warner Center, New York, NY 10019,
Attention: Director, Global Stock Plans Administration, and to the Participant
at his or her address, as it is shown on the records of the Company or its
Affiliate, or in either case to such other address as the Company or the
Participant, as the case may be, by notice to the other may designate in writing
from time to time.

13.

. The Board and the Committee (to the extent delegated by the Board) have
plenary authority to interpret this Agreement and the Plan, to prescribe, amend
and rescind rules relating thereto and to make all other determinations in
connection with the administration of the Plan. The Board or the Committee may
from time to time modify or amend this Agreement in accordance with the
provisions of the Plan, provided that no such amendment shall adversely affect
the rights of the Participant under this Agreement without his or her consent.

14.

. This Agreement shall be binding upon and inure to the benefit of the
Company and its successors and assigns, and shall be binding upon and inure to
the benefit of the Participant and his or her legatees, distributees and
personal representatives.

15.

. By entering into the Agreement, the Participant agrees and acknowledges
that he or she has received and read a copy of the Plan.

16.

. The Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York without regard to any choice of law rules thereof
which might apply the laws of any other jurisdiction.

17.

. To the extent not prohibited by applicable law which cannot be waived, each
party hereto hereby waives, and covenants that it will not assert (whether as
plaintiff, defendant or otherwise), any right to trial by jury in any forum in
respect of any suit, action, or other proceeding arising out of or based upon
this Agreement.

18.

. Each of the parties hereto hereby irrevocably submits to the jurisdiction
of the state courts of the State of New York and the jurisdiction of the United
States District Court for the Southern District of New York for the purposes of
any suit, action or other proceeding arising out of or based upon this
Agreement. Each of the parties hereto to the extent permitted by applicable law
hereby waives, and agrees not to assert, by way of motion, as a defense, or
otherwise, in any such suit, action or proceeding brought in such courts, any
claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that
such suit, action or proceeding in the above-referenced courts is brought in an
inconvenient forum, that the venue of such suit, action or proceedings, is
improper or that this Agreement may not be enforced in or by such court. Each of
the parties hereto hereby consents to service of process by mail at its address
to which notices are to be given pursuant to paragraph 12 hereof.

19.

. The Company, the Participant’s local employer and the local employer’s
parent company or companies may hold, collect, use, process and transfer, in
electronic or other form, certain personal information about the Participant for
the exclusive purpose of implementing, administering and managing the
Participant’s participation in the Plan. Participant understands that the
following personal information is required for the above named purposes: his/her
name, home address and telephone number, office address (including department
and employing entity) and telephone number, e-mail address, date of birth,
citizenship, country of residence at the time of grant, work location country,
system employee ID, employee local ID, employment status (including
international status code), supervisor (if applicable), job code, title, salary,
bonus target and bonuses paid (if applicable), termination date and reason, tax
payer’s identification number, tax equalization code, US Green Card holder
status, contract type (single/dual/multi), any shares of stock or directorships
held in the Company, details of all grants of PSUs (including number of grants,
grant dates, vesting type, vesting dates, and any other information regarding
PSUs that have been granted, canceled, vested, or forfeited) with respect to the
Participant, estimated tax withholding rate, brokerage account number (if
applicable), and brokerage fees (the “Data“).
Participant understands that Data may be collected from the Participant directly
or, on Company’s request, from Participant’s local employer. Participant
understands that Data may be transferred to third parties assisting the Company
in the implementation, administration and management of the Plan, including the
brokers approved by the Company, the broker selected by the Participant from
among such Company-approved brokers (if applicable), tax consultants and the
Company’s software providers (the “Data Recipients“).
Participant understands that some of these Data Recipients may be located
outside the Participant’s country of residence, and that the Data Recipient’s
country may have different data privacy laws and protections than the
Participant’s country of residence. Participant understands that the Data
Recipients will receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing the Participant’s participation in the Plan, including any requisite
transfer of such Data as may be required for the administration of the Plan
and/or the subsequent holding of Shares on the Participant’s behalf by a broker
or other third party with whom the Participant may elect to deposit any Shares
acquired pursuant to the Plan. Participant understands that Data will be held
only as long as necessary to implement, administer and manage the Participant’s
participation in the Plan. Participant understands that Data may also be made
available to public authorities as required by law, e.g., to the U.S.
government. Participant understands that the Participant may, at any time,
review Data and may provide updated Data or corrections to the Data by written
notice to the Company. Except to the extent the collection, use, processing or
transfer of Data is required by law, Participant may object to the collection,
use, processing or transfer of Data by contacting the Company in writing.
Participant understands that such objection may affect his/her ability to
participate in the Plan. Participant understands that he/she may contact the
Company’s Stock Plan Administration to obtain more information on the
consequences of such objection.