Employment Agreement with Gary Ginsberg – Time Warner

EXHIBIT 10.51

EMPLOYMENT AGREEMENT (the “Agreement”) made February 17, 2010 between
TIME WARNER INC., a Delaware corporation (the “Company”), and GARY GINSBERG
(“You”). You and the Company desire to set forth the terms and conditions
of your employment by the Company and agree as follows:
1. Term of Employment. Your “term of employment” as this phrase is
used throughout this Agreement shall be for the period beginning with your
commencement of employment with the Company, on or about April 1, 2010, (the
“Effective Date”) and ending on December 31, 2013 (the “Term Date”), subject,
however, to earlier termination as set forth in this Agreement.
2. Employment. During the term of employment, you shall serve as
Executive Vice President of the Company and you shall have the authority,
functions, duties, powers and responsibilities normally associated with such
position and such additional authority, functions, duties, powers and
responsibilities as may be assigned to you from time to time by the Company
consistent with your senior position with the Company. During the term of
employment, (i) your services shall be rendered on a substantially full-business
time, exclusive basis and you will apply on a full-business time basis all of
your skill and experience to the performance of your duties, (ii) you shall have
no other employment and, without the prior written consent of your manager or
other more senior officer of the Company in your reporting line, no outside
business activities which require the devotion of substantial amounts of your
time, (iii) you shall report to the Chief Executive Officer of the Company, and
(iv) the place for the performance of your services shall be the principal
executive offices of the Company in the New York City metropolitan area, subject
to such reasonable travel as may be required in the performance of your duties.
The foregoing shall be subject to the Company’s written policies, as in effect
from time to time, regarding vacations, holidays, illness and the like.
3. Compensation. 3.1 Base Salary. The Company shall
pay you a base salary at the rate of not less than $800,000 per annum during the
term of employment (“Base Salary”). The Company may increase, but not decrease,
your Base Salary during the term of employment. Base Salary shall be paid in
accordance with the Company’s customary payroll practices.

3.2 Bonus. In addition to Base Salary, the Company typically
pays its executives an annual cash bonus (“Bonus”). Although your Bonus is fully
discretionary, your target annual Bonus as a percentage of Base Salary is 200%
and your maximum Bonus as a percentage of Base Salary is 300%. Each year, your
personal performance will be considered in the context of your executive duties
and any individual goals set for you, and your actual Bonus will be determined.
Although as a general matter the Company expects to pay bonuses at the target
level in cases of satisfactory individual performance, it does not commit to do
so, and your Bonus may be negatively affected by the exercise of the Company’s
discretion or by overall Company performance. Your Bonus amount, if any, will be
paid to you between January 1 and March 15 of the calendar year immediately
following the performance year in respect of which such Bonus is earned.
3.3 Long Term Incentive Compensation. So long as the term of
employment has not terminated the Company annually shall provide you with long
term incentive compensation with a target value of $750,000 (based on the
valuation method used by the Company for its senior executives) through a
combination of stock option grants, restricted stock units, performance shares
or other equity-based awards, cash-based long-term plans or other components as
may be determined by the Compensation Committee of the Company’s Board of
Directors from time to time in its sole discretion but in any event on a basis
and with an allocation no less favorable to you than is generally made
applicable to any other executive vice president of the Company. The target
performance share units awarded in 2010 will be pro-rated based on the Effective
Date and the applicable performance period in accordance with the parameters for
the performance share unit program approved by the Compensation Committee in
2007. 3.4 Indemnification. You shall be entitled throughout the
term of employment (and after the end of the term of employment, to the extent
relating to service during the term of employment) to the benefit of the
indemnification provisions contained on the date hereof in the Restated
Certificate of Incorporation and By-laws of the Company (not including any
amendments or additions after the Effective Date that limit or narrow, but
including any that add to or broaden, the protection afforded to you by those
provisions). 4. Termination.

4.1 Termination for Cause. The Company may terminate the
term of employment and all of the Company’s obligations under this Agreement,
other than its obligations set forth below in this Section 4.1, for “cause”.
Termination by the Company for “cause” shall mean termination because of your
(a) conviction (treating a nolo contendere plea as a conviction) of a felony
(whether or not any right to appeal has been or may be exercised) other than as
a result of a moving violation or a Limited Vicarious Liability, (b) willful
failure or refusal without proper cause to perform your duties with the Company,
including your material obligations under this Agreement (other than any such
failure resulting from your incapacity due to physical or mental impairment),
(c) willful misappropriation or embezzlement or reckless or willful destruction
of Company property having a significant adverse financial effect on the Company
or a significant adverse effect on the Company’s reputation, (d) willful and
material breach of any statutory or common law duty of loyalty to the Company
having a significant adverse financial effect on the Company or a significant
adverse effect on the Company’s reputation; or (e) material and willful breach
of any of the covenants provided for in Sections 8 and 9. Such termination shall
be effected by written notice thereof delivered by the Company to you and shall
be effective as of the date of such notice; provided, however, that if (i) such
termination is because of your willful failure or refusal without proper cause
to perform your material duties with the Company, including any one or more of
your material obligations under this Agreement, or for intentional and improper
conduct, and (ii) within 30 days following the date of such notice you shall
cease your refusal and shall use your best efforts to perform such obligations
or cease such intentional and improper conduct, the termination shall not be
effective. For purposes of this definition of Cause, no act, or failure to act,
on your part shall be considered “willful” or “intentional” unless done, or
omitted to be done, by you not in good faith and without reasonable belief that
such action or omission was in or not opposed to the best interest of the
Company. The term “Limited Vicarious Liability” shall mean any liability that is
based on acts of the Company for which you are responsible or liable solely as a
result of your office(s) with the Company; provided that (x) you are not
directly involved in such acts and either had no prior knowledge of such
intended actions or, upon obtaining such knowledge, promptly acted reasonably
and in good faith to attempt to prevent the acts causing such liability or
(y) after consulting with the Company’s counsel, you reasonably believed that no
law was being violated by such acts. In the event of termination by
the Company for cause, without prejudice to any other rights or remedies that
the Company may have at law or in equity, the Company shall have no further
obligation to you other than (i) to pay Base Salary through the effective date
of the

termination of employment (the “Effective Termination Date”), (ii) to pay any
Bonus for any year prior to the year in which such termination occurs that has
been determined but not yet paid as of the Effective Termination Date, and
(iii) with respect to any rights you have pursuant to any insurance or other
benefit plans or arrangements of the Company (including rights under Section 7.2
hereof). You hereby disclaim any right to receive a pro rata portion of any
Bonus with respect to the year in which such termination occurs. 4.2
Termination by You for Material Breach by the Company and Termination by the
Company Without Cause. Unless previously terminated pursuant to any other
provision of this Agreement and unless a Disability Period shall be in effect,
you shall have the right, exercisable by written notice to the Company, to
terminate the term of employment under this Agreement with an Effective
Termination Date 30 days after the giving of such notice, if, at the time of the
giving of such notice, the Company is in material breach of its obligations
under this Agreement; provided, however, that, with the exception of clause
(i) below, this Agreement shall not so terminate if such notice is the first
such notice of termination delivered by you pursuant to this Section 4.2 and
within such 30-day period the Company shall have cured all such material
breaches; and provided further, that such notice is provided to the Company
within 90 days after your knowledge of the occurrence of such material breach. A
material breach by the Company shall include, but not be limited to, (i) the
Company violating Section 2 with respect to authority, reporting lines, duties,
or place of employment or (ii) the Company failing to cause any successor to all
or substantially all of the business and assets of the Company expressly to
assume the obligations of the Company under this Agreement. The
Company shall have the right, exercisable by written notice to you delivered
before the date which is 60 days prior to the Term Date, to terminate your
employment under this Agreement without cause, which notice shall specify the
Effective Termination Date. If such notice is delivered on or after the date
which is 60 days prior to the Term Date, the provisions of Section 4.3 shall
apply. 4.2.1 In the event of a termination of employment pursuant
to this Section 4.2 (a “termination without cause”), you shall receive Base
Salary and a pro rata portion of your Average Annual Bonus (as defined below)
through the Effective Termination Date. Your Average Annual Bonus shall be equal
to the average of the regular annual bonus amounts (excluding the amount of any
special or spot bonuses) in respect of the two calendar years during the most
recent three calendar years for which the annual bonus received by you from the
Company was the greatest; provided, however, if the Company has previously paid
you no

annual Bonus, then your Average Annual Bonus shall equal your target Bonus
and if the Company has previously paid you one annual Bonus, then your Average
Annual Bonus shall equal the average of such Bonus and your target Bonus. Your
pro rata Average Annual Bonus pursuant to this Section 4.2.1 shall be paid to
you at the times set forth in Section 4.6. 4.2.2 After the
Effective Termination Date, you shall continue to be treated as an employee of
the Company for a period ending on the date which is twenty-four months after
the Effective Termination Date (the “Severance Term Date”); and during such
period you shall be entitled to receive, whether or not you become disabled
during such period but subject to Section 6, (a) Base Salary (on the Company’s
normal payroll payment dates as in effect immediately prior to the Effective
Termination Date) at an annual rate equal to your Base Salary in effect
immediately prior to the notice of termination, and (b) an annual Bonus in
respect of each calendar year or portion thereof (in which case a pro rata
portion of such Bonus will be payable) during such period equal to your Average
Annual Bonus. Except as provided in the next sentence, if you accept other
full-time employment during such period or notify the Company in writing of your
intention to terminate your status of being treated as an employee during such
period, you shall cease to be treated as an employee of the Company for purposes
of your rights to receive certain post-termination benefits under Section 7.2
effective upon the commencement of such other employment or the date specified
by you in the notice as the date you wish to terminate your status of being
treated as an employee, whichever is applicable (the “Equity Cessation Date”),
and you shall receive the remaining payments of Base Salary and Bonus pursuant
to this Section 4.2.2 at the times specified in Section 4.6 of the Agreement.
Notwithstanding the foregoing, if you accept employment with any not-for-profit
entity or governmental entity, then you may continue to be treated as an
employee of the Company for purposes of your rights to receive certain
post-termination benefits pursuant to Section 7.2 and you will continue to
receive the payments as provided in the first sentence of this Section 4.2.2;
and if you accept full-time employment with any affiliate of the Company, then
the payments provided for in this Section 4.2.2 shall immediately cease and you
shall not be entitled to any further payments. For purposes of this Agreement,
the term “affiliate” shall mean any entity which, directly or indirectly,
controls, is controlled by, or is under common control with, the Company.
4.3 After the Term Date. If at the Term Date, the term of
employment shall not have been previously terminated pursuant to the provisions
of this Agreement, no Disability Period is then in effect and the parties shall
not have agreed to an extension or renewal of this Agreement or on the terms of
a new employment agreement, then the term of employment

shall continue on a month-to-month basis and you shall continue to be
employed by the Company pursuant to the terms of this Agreement, subject to
termination by either party hereto on 60 days written notice delivered to the
other party (which notice may be delivered by either party at any time on or
after the date which is 60 days prior to the Term Date). If the Company shall
terminate the term of employment on or after the Term Date for any reason (other
than for cause as defined in Section 4.1, in which case Section 4.1 shall
apply), which the Company shall have the right to do so long as no Disability
Date (as defined in Section 5) has occurred prior to the delivery by the Company
of written notice of termination, then such termination shall be deemed for all
purposes of this Agreement to be a “termination without cause” under Section 4.2
and the provisions of Sections 4.2.1 and 4.2.2 shall apply. 4.4
Release. A condition precedent to the Company’s obligation to make or
continue the payments associated with a termination without cause shall be your
execution and delivery of a release in the form attached hereto as Annex A, as
such form may be updated as required by law within 60 days following your
Effective Termination Date. If you shall fail to timely execute and deliver such
release, or if you revoke such release as provided therein, then in lieu of
continuing to receive the payments provided for herein, you shall receive a
severance payment determined in accordance with the Company’s policies relating
to notice and severance reduced by the aggregate amount of severance payments
paid pursuant to this Agreement, if any, prior to the date of your refusal to
deliver, or revocation of, such release. Any such severance payments shall be
paid in the form of Base Salary continuation payments at the annual rate equal
to your Base Salary in effect immediately prior to your notice of termination,
with such amounts paid until your severance benefit has been exhausted.
4.5 Mitigation. In the event of a termination without cause
under this Agreement, you shall not be required to take actions in order to
mitigate your damages hereunder, unless Section 280G of the Internal Revenue
Code of 1986, as amended (the “Code”), would apply to any payments to you by the
Company and your failure to mitigate would result in the Company losing tax
deductions to which it would otherwise have been entitled. In such an event,
Section 4.7 shall govern. With respect to the preceding sentences, any payments
or rights to which you are entitled by reason of the termination of employment
without cause shall be considered as damages hereunder. Any obligation to
mitigate your damages pursuant to this Section 4.5 shall not be a defense or
offset to the Company’s obligation to pay you in full the amounts provided in
this Agreement upon the occurrence of a termination without cause, at the time
provided herein, or the timely and full performance of any of the Company’s
other obligations under this Agreement.

4.6 Payments. Payments of Base Salary and Bonus required to
be made to you after any termination shall be made at the same times as such
payments otherwise would have been paid to you pursuant to Sections 3.1 and 3.2
if you had not been terminated, subject to Section 11.17. 4.7
Limitation on Certain Payments. Notwithstanding any other provision of
this Agreement: 4.7.1. In the event the Company (or its
successor) determines, based on the advice of an independent nationally
recognized public accounting firm engaged by the Company, that part or all of
the consideration, compensation or benefits to be paid to you under this
Agreement constitute “parachute payments” under Section 280G(b)(2) of the Code,
then, if the aggregate present value of such parachute payments, singularly or
together with the aggregate present value of any consideration, compensation or
benefits to be paid to you under any other plan, arrangement or agreement which
constitute “parachute payments” (collectively, the “Parachute Amount”) exceeds
2.99 times your “base amount”, as defined in Section 280G(b)(3) of the Code (the
“Base Amount”), the amounts constituting “parachute payments” which would
otherwise be payable to you or for your benefit shall be reduced to the extent
necessary so that the Parachute Amount is equal to 2.99 times the Base Amount
(the “Reduced Amount”); provided that such amounts shall not be so reduced if
the Company determines, based on the advice of such public accounting firm, that
without such reduction you would be entitled to receive and retain, on a net
after tax basis (including, without limitation, any excise taxes payable under
Section 4999 of the Code), an amount which is greater than the amount, on a net
after tax basis, that you would be entitled to retain upon receipt of the
Reduced Amount. 4.7.2. If the determination made pursuant to
Section 4.7.1 results in a reduction of the payments that would otherwise be
paid to you except for the application of Section 4.7.1, such reduction in
payments shall be first applied to reduce any cash severance payments that you
would otherwise be entitled to receive hereunder and shall thereafter be applied
to reduce other payments and benefits in a manner that would not result in
subjecting you to additional taxation under Section 409A of the Code. Within ten
days following such determination, the Company shall pay or distribute to you or
for your benefit such amounts as are then due to you under this Agreement and
shall promptly pay or distribute to you or for your benefit in the future such
amounts as become due to you under this Agreement.

4.7.3. As a result of the uncertainty in the application of
Sections 280G and 4999 of the Code at the time of a determination hereunder, it
is possible that payments will be made by the Company that should not have been
made under Section 4.7.1 (an “Overpayment”). In the event that there is a final
determination by the Internal Revenue Service, or a final determination by a
court of competent jurisdiction, that an Overpayment has been made, the Company
shall have no further liability or obligation to you for any excise taxes,
interest or penalty that you are required to pay as a result of such final
determination. 5. Disability. 5.1 Disability
Payments. If during the term of employment and prior to the delivery of any
notice of termination without cause, you become physically or mentally disabled,
whether totally or partially, so that you are prevented from performing your
usual duties for a period of six consecutive months, or for shorter periods
aggregating six months in any twelve-month period, the Company shall,
nevertheless, continue to pay your full compensation through the last day of the
sixth consecutive month of disability or the date on which the shorter periods
of disability shall have equaled a total of six months in any twelve-month
period (such last day or date being referred to herein as the “Disability
Date”), subject to Section 11.17. If you have not resumed your usual duties on
or prior to the Disability Date, the Company shall pay you a pro rata Bonus
(based on your Average Annual Bonus) for the year in which the Disability Date
occurs and thereafter shall pay you disability benefits for the period ending on
the later of (i) the Term Date or (ii) the date which is twelve months after the
Disability Date (in the case of either (i) or (ii), the “Disability Period”), in
an annual amount equal to 75% of (a) your Base Salary at the time you become
disabled and (b) the Average Annual Bonus, in each case, subject to
Section 11.17. 5.2 Recovery from Disability. If during the
Disability Period you shall fully recover from your disability, the Company
shall have the right (exercisable within 60 days after notice from you of such
recovery), but not the obligation, to restore you to full-time service at full
compensation. If the Company elects to restore you to full-time service, then
this Agreement shall continue in full force and effect in all respects and the
Term Date shall not be extended by virtue of the occurrence of the Disability
Period. If the Company elects not to restore you to full-time service, you shall
be entitled to obtain other employment, subject, however, to the following:
(i) you shall perform advisory services during any balance of the Disability
Period; and (ii) you shall comply with the provisions of Sections 8 and 9 during
the

Disability Period. The advisory services referred to in clause (i) of the
immediately preceding sentence shall consist of rendering advice concerning the
business, affairs and management of the Company as requested by the Chief
Executive Officer of the Company but you shall not be required to devote more
than five days (up to eight hours per day) each month to such services, which
shall be performed at a time and place mutually convenient to both parties. Any
income from such other employment shall not be applied to reduce the Company’s
obligations under this Agreement. 5.3 Other Disability
Provisions. The Company shall be entitled to deduct from all payments to be
made to you during the Disability Period pursuant to this Section 5 an amount
equal to all disability payments received by you during the Disability Period
from Worker’s Compensation, Social Security and disability insurance policies
maintained by the Company; provided, however, that for so long as, and to the
extent that, proceeds paid to you from such disability insurance policies are
not includible in your income for federal income tax purposes, the Company’s
deduction with respect to such payments shall be equal to the product of
(i) such payments and (ii) a fraction, the numerator of which is one and the
denominator of which is one less the maximum marginal rate of federal income
taxes applicable to individuals at the time of receipt of such payments. All
payments made under this Section 5 after the Disability Date are intended to be
disability payments, regardless of the manner in which they are computed. Except
as otherwise provided in this Section 5, the term of employment shall continue
during the Disability Period and you shall be entitled to all of the rights and
benefits provided for in this Agreement, except that Sections 4.2 and 4.3 shall
not apply during the Disability Period, and unless the Company has restored you
to full-time service at full compensation prior to the end of the Disability
Period, the term of employment shall end and you shall cease to be an employee
of the Company at the end of the Disability Period and shall not be entitled to
notice and severance or to receive or be paid for any accrued vacation time or
unused sabbatical. 6. Death. If you die during the term of
employment, this Agreement and all obligations of the Company to make any
payments hereunder shall terminate except that your estate (or a designated
beneficiary) shall be entitled to receive Base Salary to the last day of the
month in which your death occurs and Bonus compensation (at the time bonuses are
normally paid) based on the Average Annual Bonus, but prorated according to the
number of whole or partial months you were employed by the Company in such
calendar year. 7. Other Benefits.

7.1 General Availability. To the extent that (a) you are
eligible under the general provisions thereof (including without limitation, any
plan provision providing for participation to be limited to persons who were
employees of the Company or certain of its subsidiaries prior to a specific
point in time) and (b) the Company maintains such plan or program for the
benefit of its executives, during the term of your employment with the Company,
you shall be eligible to participate in any savings plan, or similar plan or
program and in any group life insurance, hospitalization, medical, dental,
accident, disability or similar plan or program of the Company now existing or
established hereafter on a basis no less favorable to you than is generally
provided to any other executive vice president of the Company. 7.2
Benefits After a Termination or Disability. After the Effective
Termination Date of a termination of employment pursuant to Section 4.2 and
prior to the Severance Term Date or during the Disability Period, you shall
continue to be treated as an employee of the Company for purposes of eligibility
to participate in the Company’s health and welfare benefit plans other than
disability programs and to receive the health and welfare benefits (other than
disability programs) required to be provided to you under this Agreement to the
extent such health and welfare benefits are maintained in effect by the Company
for its executives. After the Effective Termination Date of a termination of
employment pursuant to Section 4 or during a Disability Period, you shall not be
entitled to any additional awards or grants under any stock option, restricted
stock or other stock-based incentive plan and you shall not be entitled to
continue elective deferrals in or accrue additional benefits under any qualified
or nonqualified retirement programs maintained by the Company. At the Severance
Term Date, your rights to benefits and payments under any health and welfare
benefit plans or any insurance or other death benefit plans or arrangements of
the Company shall be determined in accordance with the terms and provisions of
such plans. At the Severance Term Date or, if earlier, the Equity Cessation
Date, your rights to benefits and payments under any stock option, restricted
stock, stock appreciation right, bonus unit, management incentive or other
long-term incentive plan of the Company shall be determined in accordance with
the terms and provisions of such plans and any agreements under which such stock
options, restricted stock or other awards were granted. However, notwithstanding
the foregoing or any more restrictive provisions of such plan or agreement, if
your employment is terminated as a result of a termination pursuant to
Section 4.2, then, subject to the application of any more favorable terms of the
applicable stock option agreement, (i) all stock options to purchase shares of
Time Warner Common Stock shall continue to vest, and any such vested stock
options shall remain exercisable (but not beyond the term of such stock options)
through the earlier of the Severance Term Date or the Equity

Cessation Date; (ii) except if you shall then qualify for retirement under
the terms of the applicable stock option agreement and would receive more
favorable treatment under the terms of the stock option agreement, (x) all stock
options to purchase shares of Time Warner Common Stock granted to you on or
after the date this Agreement is executed (such stock options, the “Term
Options”) that would have vested on or before the later of the Term Date and the
Severance Term Date (or the date that is comparable to the Severance Term Date
under any employment agreement that amends, replaces or supersedes this
Agreement) shall vest and become immediately exercisable on the earlier of the
Severance Term Date or the Equity Cessation Date, and (y) all your vested Term
Options shall remain exercisable for a period of three years after the earlier
of the Severance Term Date or the Equity Cessation Date (but not beyond the term
of such stock options); and (iii) the Company shall not be permitted to
determine that your employment was terminated for “unsatisfactory performance
within the meaning of any stock option agreement between you and the Company.
With respect to awards of restricted stock units (“RSUs”) held at the Effective
Termination Date of a termination of employment pursuant to Section 4.2, subject
to potential further delay in payment pursuant to Section 11.17, (i) if you are
eligible for retirement treatment at the Effective Termination Date, then for
all awards of RSUs that contain special accelerated vesting upon retirement, the
vesting of the RSUs will accelerate upon, and the shares of Time Warner Common
Stock will be paid to you promptly following, the Effective Termination Date,
and (ii) if you are not eligible for retirement treatment at the Effective
Termination Date, then the treatment of the RSUs will be determined at the
earlier of the Severance Term Date or the Equity Cessation Date in accordance
with the terms of the applicable award agreement(s), but the shares of Time
Warner Common Stock underlying any vested RSUs will not be paid to you until
promptly following the next regular vesting date(s) for such award(s) of RSUs.
7.3 Payments in Lieu of Other Benefits. In the event the term
of employment and your employment with the Company is terminated pursuant to any
section of this Agreement, you shall not be entitled to notice and severance
under the Company’s general employee policies or to be paid for any accrued
vacation time or unused sabbatical, the payments provided for in such sections
being in lieu thereof. 7.4 Life Insurance. During your
employment with the Company, the Company shall (i) provide you with $50,000 of
group life insurance and (ii) pay you annually an amount equal to two times the
premium you would have to pay to obtain life insurance under the Group Universal
Life (“GUL”) insurance program made available by the Company in an amount equal
to $3,000,000. The Company shall pay you such amount no later than March 15 of
the calendar

year following any calendar year in which you are entitled to this amount.
You shall be under no obligation to use the payments made by the Company
pursuant to the preceding sentence to purchase GUL insurance or to purchase any
other life insurance. If the Company discontinues its GUL insurance program, the
Company shall nevertheless make the payments required by this Section 7 as if
such program were still in effect. The payments made to you hereunder shall not
be considered as “salary” or “compensation” or “bonus” in determining the amount
of any payment under any retirement, profit-sharing or other benefit plan of the
Company or any subsidiary of the Company. 8. Protection of Confidential
Information; Non-Compete. 8.1 Confidentiality Covenant. You
acknowledge that your employment by the Company (which, for purposes of this
Section 8 shall mean Time Warner Inc. and its affiliates) will, throughout the
term of employment, bring you into close contact with many confidential affairs
of the Company, including information about costs, profits, markets, sales,
products, key personnel, pricing policies, operational methods, technical
processes and other business affairs and methods and other information not
readily available to the public, and plans for future development. You further
acknowledge that the services to be performed under this Agreement are of a
special, unique, unusual, extraordinary and intellectual character. You further
acknowledge that the business of the Company is international in scope, that its
products and services are marketed throughout the world, that the Company
competes in nearly all of its business activities with other entities that are
or could be located in nearly any part of the world and that the nature of your
services, position and expertise are such that you are capable of competing with
the Company from nearly any location in the world. In recognition of the
foregoing, you covenant and agree: 8.1.1 You shall keep secret
all confidential matters of the Company and shall not disclose such matters to
anyone outside of the Company, or to anyone inside the Company who does not have
a need to know or use such information, and shall not use such information for
personal benefit or the benefit of a third party, either during or after the
term of employment, except with the Company’s written consent, provided that
(i) you shall have no such obligation to the extent such matters are or become
publicly known other than as a result of your breach of your obligations
hereunder and (ii) you may, after giving prior notice to the Company to the
extent practicable under the circumstances, disclose such matters to the extent
required by applicable laws or governmental regulations or judicial or
regulatory process;

8.1.2 You shall deliver promptly to the Company on termination
of your employment, or at any other time the Company may so request, all
memoranda, notes, records, reports and other documents (and all copies thereof)
relating to the Company’s business, which you obtained while employed by, or
otherwise serving or acting on behalf of, the Company and which you may then
possess or have under your control; and 8.1.3 If the term of
employment is terminated pursuant to Section 4, for a period of one year after
the Effective Termination Date, without the prior written consent of the
Company, you shall not employ, and shall not cause any entity of which you are
an affiliate to employ, any person who was a full-time employee of the Company
at the date of such termination or within six months prior thereto but such
prohibition shall not apply to your secretary or executive assistant or to any
other employee eligible to receive overtime pay. 8.2
Non-Compete. During the term of employment hereunder and for a period of
twelve months after (i) the effective date of your retirement or other voluntary
termination of employment hereunder or (ii) the Effective Termination Date of a
termination of employment pursuant to Section 4, you shall not, directly or
indirectly, without the prior written consent of the Chief Executive Officer of
the Company, render any services to, or act in any capacity for, any Competitive
Entity, or acquire any interest of any type in any Competitive Entity; provided,
however, that the foregoing shall not be deemed to prohibit you from acquiring,
(a) solely as an investment and through market purchases, securities of any
Competitive Entity which are registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934 and which are publicly traded, so long as you
are not part of any control group of such Competitive Entity and such
securities, including converted securities, do not constitute more than one
percent (1%) of the outstanding voting power of that entity and (b) securities
of any Competitive Entity that are not publicly traded, so long as you are not
part of any control group of such Competitive Entity and such securities,
including converted securities, do not constitute more than three percent (3%)
of the outstanding voting power of that entity. For purposes of the foregoing,
the following shall be deemed to be a Competitive Entity: (x) during the period
that you are actively employed with the Company hereunder (and during the
Disability Period, if applicable), any person or entity that engages in any line
of business that is substantially the same as either (i) any line of business
which the Company engages in, conducts or, to your knowledge, has definitive
plans to engage in or conduct or (ii) any operating business that is engaged in
or conducted by the Company as to which, to your knowledge, the Company
covenants, in writing, not to compete with in connection with the disposition of
such business, and (y) after the termination of your employment hereunder (or
after the Disability Period, if applicable), any of the following: CBS

Corporation, The Walt Disney Company, General Electric Corporation, Google
Inc., Microsoft Corporation, The News Corporation Ltd., Sony Corporation,
Comcast Corporation, Viacom Inc. and Yahoo! Inc., and their respective
subsidiaries and affiliates and any successor to the internet service provider,
media or entertainment businesses thereof. 9. Ownership of Work
Product. You acknowledge that during the term of employment, you may
conceive of, discover, invent or create inventions, improvements, new
contributions, literary property, material, ideas and discoveries, whether
patentable or copyrightable or not (all of the foregoing being collectively
referred to herein as “Work Product”), and that various business opportunities
shall be presented to you by reason of your employment by the Company. You
acknowledge that all of the foregoing shall be owned by and belong exclusively
to the Company and that you shall have no personal interest therein, provided
that they are either related in any manner to the business (commercial or
experimental) of the Company, or are, in the case of Work Product, conceived or
made on the Company’s time or with the use of the Company’s facilities or
materials, or, in the case of business opportunities, are presented to you for
the possible interest or participation of the Company. You shall (i) promptly
disclose any such Work Product and business opportunities to the Company;
(ii) assign to the Company, upon request and without additional compensation,
the entire rights to such Work Product and business opportunities; (iii) sign
all papers necessary to carry out the foregoing; and (iv) give testimony in
support of your inventorship or creation in any appropriate case. You agree that
you will not assert any rights to any Work Product or business opportunity as
having been made or acquired by you prior to the date of this Agreement except
for Work Product or business opportunities, if any, disclosed to and
acknowledged by the Company in writing prior to the date hereof.
10. Notices. All notices, requests, consents and other
communications required or permitted to be given under this Agreement shall be
effective only if given in writing and shall be deemed to have been duly given
if delivered personally or sent by a nationally recognized overnight delivery
service, or mailed first-class, postage prepaid, by registered or certified
mail, as follows (or to such other or additional address as either party shall
designate by notice in writing to the other in accordance herewith):

10.1 If to the Company: Time Warner Inc.
One Time Warner Center
New York, New York 10019
Attention: Senior Vice President : Global
Compensation and Benefits (with a copy, similarly addressed
but Attention: General Counsel) 10.2 If to you, to your residence
address set forth on the records of the Company. 11. General.
11.1 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the substantive laws of the State of
New York applicable to agreements made and to be performed entirely in New York.
11.2 Captions. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. 11.3 Entire Agreement. This
Agreement, including Annexes A and B, set forth the entire agreement and
understanding of the parties relating to the subject matter of this Agreement
and supersedes all prior agreements, arrangements and understandings, written or
oral, between the parties. 11.4 No Other Representations. No
representation, promise or inducement has been made by either party that is not
embodied in this Agreement, and neither party shall be bound by or be liable for
any alleged representation, promise or inducement not so set forth.
11.5 Assignability. This Agreement and your rights and
obligations hereunder may not be assigned by you and except as specifically
contemplated in this Agreement, neither you, your legal representative nor any
beneficiary designated by you shall have any right, without the prior written
consent of the Company, to assign, transfer, pledge, hypothecate, anticipate or
commute to any person or entity any payment due in the future

pursuant to any provision of this Agreement, and any attempt to do so shall
be void and shall not be recognized by the Company. The Company may not assign
this Agreement or its rights or obligations hereunder except that the Company
shall assign its rights together with its obligations hereunder in connection
with any sale, transfer or other disposition of all or substantially all of the
Company’s business and assets, whether by merger, purchase of stock or assets or
otherwise, as the case may be. Upon any such assignment, the Company shall cause
any such successor expressly to assume such obligations, and such rights and
obligations shall inure to and be binding upon any such successor.
11.6 Amendments; Waivers. This Agreement may be amended,
modified, superseded, cancelled, renewed or extended and the terms or covenants
hereof may be waived only by written instrument executed by both of the parties
hereto, or in the case of a waiver, by the party waiving compliance. The failure
of either party at any time or times to require performance of any provision
hereof shall in no manner affect such party’s right at a later time to enforce
the same. No waiver by either party of the breach of any term or covenant
contained in this Agreement, in any one or more instances, shall be deemed to
be, or construed as, a further or continuing waiver of any such breach, or a
waiver of the breach of any other term or covenant contained in this Agreement.
11.7 Specific Remedy. In addition to such other rights and
remedies as the Company may have at equity or in law with respect to any breach
of this Agreement, if you commit a material breach of any of the provisions of
Sections 8.1, 8.2, or 9, the Company shall have the right and remedy to have
such provisions specifically enforced by any court having equity jurisdiction,
it being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to the Company. 11.8 Resolution of
Disputes. Except as provided in the preceding Section 11.7, any dispute or
controversy arising with respect to this Agreement and your employment hereunder
(whether based on contract or tort or upon any federal, state or local statute,
including but not limited to claims asserted under the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act of 1964, as amended, any state
Fair Employment Practices Act and/or the Americans with Disability Act) shall,
at the election of either you or the Company, be submitted to JAMS/ENDISPUTE for
resolution in arbitration in accordance with the rules and procedures of
JAMS/ENDISPUTE. Either party shall make such election by delivering written
notice thereof to the other party at any time (but not later than 45 days after
such party receives notice of the commencement of any administrative or
regulatory proceeding

or the filing of any lawsuit relating to any such dispute or controversy) and
thereupon any such dispute or controversy shall be resolved only in accordance
with the provisions of this Section 11.8. Any such proceedings shall take place
in New York City before a single arbitrator (rather than a panel of
arbitrators), pursuant to any streamlined or expedited (rather than a
comprehensive) arbitration process, before a non-judicial (rather than a
judicial) arbitrator, and in accordance with an arbitration process which, in
the judgment of such arbitrator, shall have the effect of reasonably limiting or
reducing the cost of such arbitration. The resolution of any such dispute or
controversy by the arbitrator appointed in accordance with the procedures of
JAMS/ENDISPUTE shall be final and binding. Judgment upon the award rendered by
such arbitrator may be entered in any court having jurisdiction thereof, and the
parties consent to the jurisdiction of the New York courts for this purpose. The
prevailing party shall be entitled to recover the costs of arbitration
(including reasonable attorneys fees and the fees of experts) from the losing
party. If at the time any dispute or controversy arises with respect to this
Agreement, JAMS/ENDISPUTE is not in business or is no longer providing
arbitration services, then the American Arbitration Association shall be
substituted for JAMS/ENDISPUTE for the purposes of the foregoing provisions of
this Section 11.8. If you shall be the prevailing party in such arbitration, the
Company shall promptly pay, upon your demand, all legal fees, court costs and
other costs and expenses incurred by you in any legal action seeking to enforce
the award in any court. 11.9 Beneficiaries. Whenever this
Agreement provides for any payment to your estate, such payment may be made
instead to such beneficiary or beneficiaries as you may designate by written
notice to the Company. You shall have the right to revoke any such designation
and to redesignate a beneficiary or beneficiaries by written notice to the
Company (and to any applicable insurance company) to such effect.
11.10 No Conflict. You represent and warrant to the Company
that this Agreement is legal, valid and binding upon you and the execution of
this Agreement and the performance of your obligations hereunder does not and
will not constitute a breach of, or conflict with the terms or provisions of,
any agreement or understanding to which you are a party (including, without
limitation, any other employment agreement). The Company represents and warrants
to you that this Agreement is legal, valid and binding upon the Company and the
execution of this Agreement and the performance of the Company’s obligations
hereunder does not and will not constitute a breach of, or conflict with the
terms or provisions of, any agreement or understanding to which the Company is a
party.

11.11 Conflict of Interest. Attached as Annex B and made
part of this Agreement is the Time Warner Corporate Standards of Business
Conduct. You confirm that you have read, understand and will comply with the
terms thereof and any reasonable amendments thereto. In addition, as a condition
of your employment under this Agreement, you understand that you may be required
periodically to confirm that you have read, understand and will comply with the
Standards of Business Conduct as the same may be revised from time to time.
11.12 Withholding Taxes. Payments made to you pursuant to this
Agreement shall be subject to withholding and social security taxes and other
ordinary and customary payroll deductions. 11.13 No Offset.
Neither you nor the Company shall have any right to offset any amounts owed by
one party hereunder against amounts owed or claimed to be owed to such party,
whether pursuant to this Agreement or otherwise, and you and the Company shall
make all the payments provided for in this Agreement in a timely manner.
11.14 Severability. If any provision of this Agreement shall be
held invalid, the remainder of this Agreement shall not be affected thereby;
provided, however, that the parties shall negotiate in good faith with respect
to equitable modification of the provision or application thereof held to be
invalid. To the extent that it may effectively do so under applicable law, each
party hereby waives any provision of law which renders any provision of this
Agreement invalid, illegal or unenforceable in any respect. 11.15
Survival. Sections 3.4, 4.1, 4.3 7.3 and 8 through 11 shall survive any
termination of the term of employment by the Company for cause pursuant to
Section 4.1. Sections 3.4, 4.2, 4.3, 4.4, 4.5, 4.6, 4.7 and 7 through 11 shall
survive any termination of the term of employment pursuant to Sections 4.2, 5 or
6. 11.16 Definitions. The following terms are defined in this
Agreement in the places indicated: affiliate : Section 4.2.2
Average Annual Bonus : Section 4.2.1
Base Amount : Section 4.7.1
Base Salary : Section 3.1
Bonus : Section 3.2
cause : Section 4.1
Code : Section 4.5

Company : the first paragraph on page 1 and Section 8.1
Competitive Entity : Section 8.2
Disability Date : Section 5
Disability Period : Section 5
Effective Date : the first paragraph on page 1
Effective Termination Date : Section 4.1
Equity Cessation Date : Section 4.2.2
Overpayment : Section 4.7.3
Parachute Amount : Section 4.7.1
Reduced Amount : Section 4.7.1
Severance Term Date : Section 4.2.2
Term Date : Section 1
term of employment : Section 1
termination without cause : Section 4.2.1
Work Product : Section 9 11.17 Compliance with IRC
Section 409A. This Agreement is intended to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted
in a manner intended to comply with Section 409A of the Code. Notwithstanding
anything herein to the contrary, (i) if at the time of your termination of
employment with the Company you are a “specified employee” as defined in
Section 409A of the Code (and any related regulations or other pronouncements
thereunder) and the deferral of the commencement of any payments or benefits
otherwise payable hereunder as a result of such termination of employment is
necessary in order to prevent any accelerated or additional tax under
Section 409A of the Code, then the Company will defer the commencement of the
payment of any such payments or benefits hereunder (without any reduction in
such payments or benefits ultimately paid or provided to you) until the date
that is six months following your termination of employment with the Company (or
the earliest date as is permitted under Section 409A of the Code) and (ii) if
any other payments of money or other benefits due to you hereunder could cause
the application of an accelerated or additional tax under Section 409A of the
Code, such payments or other benefits shall be deferred if deferral will make
such payment or other benefits compliant under Section 409A of the Code, or
otherwise such payment or other benefits shall be restructured, to the extent
possible, in a manner, determined by the Company, that does not cause such an
accelerated or additional tax. To the extent any reimbursements or in-kind
benefits due to you under this Agreement constitutes “deferred compensation”
under Section 409A of the Code, any such reimbursements or in-kind benefits
shall be paid to you in a manner consistent with Treas. Reg.
Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be
designated as a “separate payment” within the meaning of Section 409A of the
Code. References in this Agreement to your termination of active employment or
your

Effective Termination Date shall be deemed to refer to the date upon which
you have a “separation from service” with the Company and its affiliates within
the meaning of Section 409A of the Code. The Company shall consult with you in
good faith regarding the implementation of the provisions of this Section 11.17;
provided that neither the Company nor any of its employees or representatives
shall have any liability to you with respect to thereto.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.


		TIME WARNER INC.

		By		/s/ Mark Wainger


		/s/ Gary Ginsberg

		Gary Ginsberg

ANNEX A RELEASE This Release is made by and among __________________
(“You” or “Your”) and TIME WARNER INC. (the “Company”), One Time Warner Center,
New York, New York 10019 as of the date set forth below in connection with the
Employment Agreement dated ____________, and effective as of ____________, and
the letter agreement (the “Letter Agreement” between You and the Company dated
as of ____________ (as so amended, the “Employment Agreement”), and in
association with the termination of your employment with the Company. In
consideration of payments made to You and other benefits to be received by You
by the Company and other benefits to be received by You pursuant to the
Employment Agreement, as further reflected in the Letter Agreement, You, being
of lawful age, do hereby release and forever discharge the Company, its
successors, related companies, Affiliates, officers, directors, shareholders,
subsidiaries, agents, employees, heirs, executors, administrators, assigns,
benefit plans (including but not limited to the Time Warner Inc. Severance Pay
Plan For Regular Employees) benefit plan sponsors and benefit plan
administrators of and from any and all actions, causes of action, claims, or
demands for general, special or punitive damages, attorney’s fees, expenses, or
other compensation or damages (collectively, “Claims”), whether known or
unknown, which in any way relate to or arise out of your employment with the
Company or the termination of Your employment, which You may now have under any
federal, state or local law, regulation or order, including without limitation,
Claims related to any stock options held by You or granted to You by the Company
that are scheduled to vest subsequent to Your termination of employment and
Claims under the Age Discrimination in Employment Act (with the exception of
Claims that may arise after the date You sign this Release, Title VII of the
Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, as
amended, the Family and Medical Leave Act and the Employee Retirement Income
Security Act of 1974, as amended, through and including the date of this
Release; provided, however, that the execution of this Release shall not prevent
You from bringing a lawsuit against the Company to enforce its obligations under
the Employment Agreement and this Release. Notwithstanding anything to the
contrary, nothing in this Release shall prohibit or restrict You from (i) making
any disclosure of information required by law; (ii) filing a charge with,
providing information to, or testifying or otherwise assisting in any
investigation or proceeding brought by, any federal regulatory or law
enforcement agency or legislative body, any self-regulatory organization, or the
Company’s legal, compliance or human resources officers; (iii) filing,
testifying or participating in or otherwise assisting in a proceeding relating
to an alleged violation of any federal, state or municipal law relating to fraud
or any rule or regulation of the Securities and Exchange Commission or any
self-regulatory organization; or (iv) challenging the validity of my release of
claims under the Age Discrimination in Employment Act. Provided, however, You
acknowledge that You cannot recover any monetary damages or equitable relief in
connection with a charge

brought by You or through any action brought by a third party with respect to
the Claims released and waived in the Agreement. Further, notwithstanding the
above, You are not waiving or releasing: (i) any claims arising after the
Effective Date of this Agreement; (iii) any claims for enforcement of this
Agreement; (iii) any rights or claims You may have to workers compensation or
unemployment benefits; (iv) claims for accrued, vested benefits under any
employee benefit plan of the Company in accordance with the terms of such plans
and applicable law; and/or (v) any claims or rights which cannot be waived by
law. You further state that You have reviewed this Release, that You know and
understand its contents, and that You have executed it voluntarily. You
acknowledge that You have been given ___ days to review this Release and to sign
it. You also acknowledge that by signing this Release You may be giving up
valuable legal rights and that You have been advised to consult with an
attorney. You understand that You have the right to revoke Your consent to the
Release for seven days following Your signing of the Release. You further
understand that You will cease to receive any payments or benefits under this
Agreement (except as set forth in Section 4.4 of the Agreement) if You do not
sign this Release or if You revoke Your consent to the Release within seven days
after signing the Release. The Release shall not become effective or enforceable
with respect to claims under the Age Discrimination Act until the expiration of
the seven-day period following Your signing of this Release. To revoke, You send
a written statement of revocation by certified mail, return receipt requested,
or by hand delivery. If You do not revoke, the Release shall become effective on
the eighth day after You sign it.


Accepted and Agreed to:




Dated:

ANNEX B TIME WARNER CORPORATE
STANDARDS OF BUSINESS CONDUCT

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