Restricted 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)

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.

b)

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, to the extent that such definition also
constitutes such Participant being considered “disabled” under
Section 409A(a)(2)(C) of the Code.

c)

“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 or if there is no such agreement, “Good
Reason” means (i) the failure of the Company to pay or cause to be paid the
Participant’s base salary or annual bonus when due or (ii) any substantial and
sustained diminution in the Participant’s authority or responsibilities
materially inconsistent with the Participant’s position; provided that
either of the events described in clauses (i) and (ii) will constitute Good
Reason only if the Company fails to cure such event within 30 days after receipt
from the Participant of written notice of the event which constitutes Good
Reason; provided, further, 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.

d)

“Notice” means (i) the Notice of Grant of Restricted
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.

e)

“Participant” means an individual to whom RSUs 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.

f)

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

g)

“Retirement” means a voluntary 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 the retirement plan or program of the Company
or any Affiliate that is applicable to the Participant.

h)

“Severance Period” means the period of time following
a termination of Employment during which a Participant is entitled to receive
both salary continuation payments and continued participation under the health
benefit plans of the Company or any of its Affiliates, whether pursuant to an
employment contract with, or a severance plan or other arrangement maintained
by, the Company or any Affiliate. For the avoidance of doubt, unless otherwise
determined by the Committee, the Severance Period shall not include any time
period following the date on which a Participant commences employment with a
subsequent employer that is not an Affiliate, regardless of whether the
Participant

September 2010

2

continues to receive salary continuation payments from the Company or any
Affiliate after such date.

i)

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

j)

“Vesting Date” means each vesting date set forth in
the Notice.

2.

. The Company hereby grants to the Participant (the
“Award“), on the terms and conditions hereinafter set
forth, the number of RSUs set forth on the Notice. Each RSU represents the
unfunded, unsecured right of the Participant to receive a Share on the date(s)
specified herein. RSUs 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 RSUs are outstanding hereunder the Company shall pay any
regular cash dividend on the Shares, the Participant shall be paid, for each RSU
held by the Participant on the record date, an amount of cash equal to the
dividend paid on a Share (the “Dividend Equivalents“) at
the time that such dividends are paid to holders of Shares. If on any date while
RSUs are outstanding hereunder the Company shall pay any dividend other than a
regular cash dividend or make any other distribution on the Shares, the
Participant shall be credited with a bookkeeping entry equivalent to such
dividend or distribution for each RSU 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 unless the Board has in its sole discretion
determined that an amount equivalent to such dividend or distribution shall be
paid currently to the Participant (the “Retained
Distributions“); provided, however, that if the
Retained Distribution relates to a dividend paid in Shares, the Participant
shall receive an additional amount of RSUs equal to the product of (I) the
aggregate number of RSUs 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 RSUs to which they relate. Notwithstanding anything else
contained in this paragraph 3, no payment of Dividend Equivalents or 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, no later
than 60 days after each Vesting Date with respect to the Award, the Company
shall issue or transfer to the Participant the number of Shares corresponding to
such Vesting Date and the Retained Distributions, if any, covered by that
portion of the Award. Except as otherwise provided in paragraphs 5, 6 and 7, the
vesting of such RSUs and any Retained Distributions relating thereto shall occur
only if the Participant has continued in Employment of the Company or any of its
Affiliates

September 2010

3

on the Vesting Date and has continuously been so employed since the Date of
Grant (as defined in the Notice).

b)

. Upon each issuance or transfer of Shares in accordance with this Agreement,
a number of RSUs equal to the number of Shares issued or transferred to the
Participant shall be extinguished and such number of RSUs 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 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 with respect to any portion
of the Award, then the RSUs covered by any such portion of 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 (i) as a result of his or her
death or Disability or (ii) as a result of his or her Retirement or is
terminated by the Company and its Affiliates for any reason other than for Cause
on a date when the Participant satisfies the requirements for Retirement, then
the RSUs for which a Vesting Date has not yet occurred and all Retained
Distributions relating thereto shall, to the extent the RSUs were not
extinguished prior to such termination of Employment, fully vest on the date of
any such termination and Shares subject to the RSUs shall be issued or
transferred to the Participant, as soon as practicable, but no later than
90 days following such termination of Employment.

(c)

If the Participant’s Employment is terminated by the Company and its
Affiliates for any reason other than for Cause (unless such termination is due
to death or Disability), then a pro rata portion of the RSUs that were scheduled
to vest on the next Vesting Date, and on any subsequent Vesting Dates that occur
during a Severance Period, and any Retained Distributions relating thereto,
shall, to the extent the RSUs were not extinguished prior to such termination of
Employment, become vested, and Shares subject to such RSUs shall be issued or
transferred to

September 2010

4

the Participant on each such Vesting Date following such termination of
Employment, determined as follows:

(x)

the number of RSUs covered by the portion of the Award that were scheduled to
vest on such Vesting Date multiplied by;

(y)

a fraction, the numerator of which shall be the number of days from the last
Vesting Date (or the Date of Grant if there was no prior Vesting Date) during
which the Participant either remained in Employment or was within a covered
Severance Period, and the denominator of which shall be the number of days from
the last Vesting Date (or the Date of Grant if there was no prior Vesting Date).

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 RSUs and any Retained Distributions related thereto that have not vested
shall be completely forfeited on the date of any such termination.

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; provided, that such leave of absence constitutes a
bona fide leave of absence and not a Separation From Service under Treas. Reg.
1.409A-1(h)(1)(i). 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 RSUs 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.

. In the event a Change in Control, subject to paragraph 7, has occurred, to
the extent that any such occurrence also constitutes a change in ownership or
effective control of the Company, or in the ownership of a substantial portion
of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of
the Code (a “409A Change of Control Event”), (A) the Award will vest in full
upon the earlier of (i) the expiration of the one-year period immediately
following the Change in Control, provided the Participant’s Employment with the
Company and its Affiliates has not terminated, (ii) the original Vesting Date
with respect to each portion of the Award, or (iii) the termination of the
Participant’s Employment by the Company or any of its Affiliates (I) by the
Company other than for Cause (unless such termination is due to

September 2010

5

death or Disability) or (II) by the Participant for Good Reason and
(B) Shares subject to the RSUs shall be issued or transferred to the
Participant, as soon as practicable, but in no event later than 60 days
following such Vesting Date, along with the Retained Distributions related
thereto; provided, however, that notwithstanding the foregoing, to the extent
that any such occurrence does not constitute a 409A Change of Control Event, the
RSUs shall vest as described under this paragraph 6, but the issuance of Shares
shall be made at the times otherwise provided hereunder as if no Change of
Control had occurred. In the event of any such vesting as described in clauses
(i) and (iii) of the preceding sentence, the date described in such clauses
shall be treated as the Vesting Date.

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 RSUs 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

September 2010

6

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 RSUs 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 RSUs 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 RSUs 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 payment of any Dividend Equivalents and the vesting of any portion
of the Award of RSUs 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 RSUs or
to pay any Dividend Equivalents or 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 Dividend Equivalent, Shares issued in
connection with the vesting or Retained Distribution, 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

September 2010

7

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 RSUs or any Dividend Equivalents and Retained Distributions
relating thereto, except as waived by the Board or the Committee, will cause a
forfeiture of such RSUs and any Dividend Equivalents or 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 RSUs and related
Retained Distributions covered by this Agreement may be forfeited as a result of
such termination. The granting of the RSUs 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.

September 2010

8

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. The Participant
acknowledges and agrees that the Participant may be entitled from time to time
to receive certain other documents related to the Company, including the
Company’s annual report to stockholders and proxy statement related to its
annual meeting of stockholders (which become available each year approximately
three months after the end of the calendar year), and the Participant consents
to receive such documents electronically through the Internet or as the Company
otherwise directs.

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

September 2010

9

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 RSUs (including
number of grants, grant dates, vesting type, vesting dates, and any other
information regarding RSUs 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.

September 2010

10