To Non-Employee Director
Time Warner Inc.
ID: 13-4099534
One Time Warner Center
New York, NY 10019-8016
|
I, [NAME], am the participant. |
ID: [GLOBAL ID] |
Participant has been granted options to buy Time Warner Common Stock (the
"Stock Options") as follows: Non-Qualified Stock Option Grant Number:
Date of Grant:
Purchase Price per Share:
Total Number of Shares Granted: Time Warner and I agree that these Stock Options
are granted under and governed by the terms and conditions of the Time Warner
Inc. 2006 Stock Incentive Plan (the "Plan") and the Non-Qualified Stock Option
Agreement, Directors Version 8 (the "Agreement"), all of which are incorporated
by reference into, and made a part of this document. I understand that so long
as I remain a director, employee or consultant of the Company or an Affiliate,
my Stock Options will become vested and exercisable in accordance with the
following vesting schedule, subject to the terms of the Plan and the Agreement:
An installment equal to 25% of the number of Stock Options Granted will vest on
each of the first four anniversaries of the Date of Grant; provided that if the
total number of shares granted is not divisible evenly by four, then the
installments shall have as equal a number as possible, with up to one more share
in each of the fourth, third and second installments to vest, in that order, as
may be required. For example, if there are 250 Stock Options granted, 62 Stock
Options will vest on each of the first and second anniversaries and 63 Stock
Options will vest on the each of the third and fourth anniversaries of the Date
of Grant. I understand that vesting of my Stock Options will cease in certain
circumstances, including, but not limited to, certain terminations of my service
as a director of the Company, as provided in the Plan and Agreement. I
understand there is a limited time period to exercise my vested and exercisable
Stock Options following a termination of my service as a director of the
Company, and that if vested and exercisable Stock Options are not exercised
within the prescribed time period in the Agreement, they will be canceled and
cannot ever be exercised, as provided in the Plan and Agreement. I understand
that my unvested Stock Options will be canceled upon certain terminations of my
service as a director of the Company and cannot ever be exercised, as provided
in the Plan and Agreement. The expiration date of the Stock Options will be
the day prior to the 10th anniversary of the Date of Grant, unless
the Stock Options are canceled earlier due to a termination of service as a
director, as provided in the Plan and Agreement.